Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. As a result of many factors, including those factors set forth in the "Risk Factors" section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are a clinical-stage, small molecule precision medicine company developing potentially life-changing therapies for patients living with cancer and genetic disease. Our 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.
We have deployed our technology platform to build a pipeline of product candidates to address targets in precision medicine where there is clear evidence linking target proteins to disease and where molecular diagnostics can unambiguously identify relevant patients for treatment. We believe this approach will increase the likelihood of successfully translating a specific pharmacological mechanism into clinical benefit.
We are advancing a pipeline of medicine candidates to address targets in precision oncology and genetic disease, including zovegalisib (RLY-2608), our lead product candidate discussed below.
Zovegalisib (RLY-2608). Zovegalisib is the first known allosteric, pan-mutant and isoform-selective phosphoinostide 3 kinase alpha, or PI3Kα, inhibitor in clinical development. It is the lead program in our efforts to discover and develop mutant selective inhibitors of PI3Kα.
Breast Cancer and Solid Tumors
ReDiscover Trial . In December 2021, we dosed the first patient in a first-in-human clinical trial for zovegalisib, or the ReDiscover Trial. Since then, we have predominantly focused on evaluating zovegalisib in combination with fulvestrant for patients with HR+, HER2–, PI3Kα-mutated, locally advanced or metastatic breast cancer. We are also advancing triplet combination arms with zovegalisib, fulvestrant and cyclin dependent kinase 4/6, or CDK 4/6, inhibitors, or atirmociclib, the investigative selective-CDK4 inhibitor from Pfizer Inc., or Pfizer. In the second quarter of 2025, we initiated a global Phase 3 registrational study, or the ReDiscover-2 Trial, which is designed to evaluate the safety and efficacy of zovegalisib plus fulvestrant in PI3Kα-mutated, HR+/HER2- advanced breast cancer patients previously treated with a CDK4/6 inhibitor. The comparator arm in the ReDiscover-2 Trial is capivasertib plus fulvestrant. In February 2026, we announced that the FDA granted Breakthrough Therapy designation to zovegalisib in combination with fulvestrant for the treatment of adults with PIK3CA mutant HR+/HER2- locally advanced or metastatic breast cancer following recurrence or progression on or after treatment with a CDK4/6 inhibitor.
Clinical Data . In June 2025, we announced updated interim clinical data for the zovegalisib plus fulvestrant arm of the ReDiscover Trial with a data cut-off date of March 26, 2025, and in December 2025, we announced an efficacy subset analysis of interim clinical data for zovegalisib at the San Antonio Breast Cancer Symposium 2025 with a data cut-off date of October 15, 2025. We believe that while the clinical data from the ReDiscover Trial disclosed to date are preliminary, the data suggest differentiated interim efficacy signals in the specified patient population and support selective target engagement across doses and mutation types with an encouraging interim safety and tolerability profile.
Vascular Anomalies
ReInspire Trial . In the first quarter of 2025, we initiated the global Phase 1/2 clinical trial for zovegalisib in patients with PIK3CA-related overgrowth spectrum, or PROS, and vascular anomalies driven by PIK3CA mutations, or the ReInspire Trial. Enrollment is continuing in this clinical trial.
In addition to the programs mentioned above, we are progressing our NRAS-selective inhibitor, RLY-8161, to address NRAS-mutated solid tumors as well as our non-inhibitory chaperone for Fabry disease. We are also advancing early-stage discovery programs across both precision oncology and genetic diseases.
We were incorporated in May 2015. We have devoted substantially all of our resources to developing our product candidates, developing our innovative computational and experimental approaches on protein motion, building our intellectual property portfolio, business planning, raising capital, and providing general and administrative support for these operations. To date, we have principally financed our operations through private placements of preferred stock and common stock, convertible debt, and proceeds from public offerings of our common stock.
In December 2024, we and Elevar Therapeutics, Inc., or Elevar, entered into an exclusive global licensing agreement, or the Elevar Agreement, pursuant to which Elevar was granted global development and commercialization rights for lirafugratinib. Under the terms of the Elevar Agreement, we received $5.0 million upon execution, $3.4 million upon transfer of active pharmaceutical ingredient and other materials, and $7.0 million in milestone payments as of December 31, 2025. We are eligible to receive up to $488.0 million in regulatory and commercial milestone payments, as well as tiered royalties.
In September 2024, we completed a public offering, or the September 2024 Offering, of 32,857,143 shares of common stock, including the exercise in full of the underwriters’ option to purchase an additional 4,285,714 shares, at an offering price of $7.00 per share. We received proceeds of $218.2 million, which was net of $11.8 million in underwriting discounts and other offering expenses.
In August 2024, we entered into a sales agreement, or the 2024 Sales Agreement, with TD Securities (USA) LLC, or TD Securities, pursuant to which we may offer and sell shares of our common stock having aggregate gross proceeds of up to $250.0 million from time to time in “at-the-market” offerings through TD Securities, as our sales agent. As of December 31, 2025, we have not sold any shares under the 2024 Sales Agreement.
In January 2024, we 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, or the Private Placement. We received $29.8 million in proceeds from the Private Placement, which were net of $0.2 million in offering expenses.
In December 2020, we entered into a global collaboration and license agreement with Genentech, Inc., a member of the Roche Group, or Genentech, for the development and commercialization of RLY-1971 (now referred to as migoprotafib, or GDC-1971), or the Genentech Agreement. Under the terms of the Genentech Agreement, we received $75.0 million in an upfront payment in 2021, as well as $45.0 million in milestone payments. Genentech elected to terminate the Genentech Agreement without cause, effective as of January 7, 2025, or the Termination Date. As of the Termination Date, we are no longer entitled to receive any further milestones or other payments due after the Termination Date. The parties also ceased to have any development or commercialization obligations as of the Termination Date and the licenses that we granted to Genentech pursuant to the Genentech Agreement ceased to be in effect as of the Termination Date. We will not continue development of migoprotafib.
Inflation generally affects us by increasing our employee-related costs and clinical trial expenses, as well as other operating expenses. Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as public health crises, global supply chain disruptions, uncertain global economic conditions, global trade disputes or political instability as further discussed in the section "Risk Factors" in this Annual Report on Form 10-K. We do not believe that such factors had a material adverse impact on our results of operations during the years ended December 31, 2025, 2024, and 2023.
Since our inception, we have incurred significant operating losses on an aggregate basis. Our ability to generate product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more of our current or future product candidates. Our net losses were $276.5 million, $337.7 million, and $342.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, we had an accumulated deficit of $2.0 billion. These losses have resulted primarily from costs incurred in connection with research and development activities, licensing and patent investment, and general and administrative costs associated with our operations. We expect to continue to incur significant expenses , including the costs of operating as a public company, and generate significant operating losses for at least the next several years.
We anticipate that our expenses will increase substantially if and as we:
conduct our current and future clinical trials of our lead product candidate;
conduct additional preclinical research and development of our early-stage programs;
initiate and continue research and preclinical and clinical development of our other product candidates;
seek to identify additional product candidates;
pursue marketing approvals for any of our product candidates that successfully complete clinical trials, if any;
establish a sales, marketing, and distribution infrastructure to commercialize any products for which we may obtain marketing approval;
require the manufacture of larger quantities of our product candidates for clinical development and potentially commercialization;
obtain, maintain, expand, and protect our intellectual property portfolio;
acquire or in-license other drugs and technologies;
hire and retain additional clinical, regulatory, quality, and scientific personnel;
build out new facilities or expand existing facilities to support our ongoing development activity; and
add operational, financial, and management information systems and personnel, including personnel to support our drug development, any future commercialization efforts, and our operations as a public company.
In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution.
As a result, we will need additional financing to support our continuing operations. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity or debt financings or other sources, which may include collaborations with third parties. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed, on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development or commercialization of one or more of our product candidates.
Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and may be forced to reduce or terminate our operations.
We believe our cash, cash equivalents, and investments of $554.5 million as of December 31, 2025 will enable us to fund our operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. We will need to raise additional capital in the future to continue developing the drugs in our pipeline and to commercialize any approved drug. We may seek to obtain additional financing in the future through the issuance of our common stock, through other equity or debt financings, or through collaborations or partnerships with other companies. We may not be able to raise additional capital on terms acceptable to us, or at all, and any failure to raise capital as and when needed could compromise our ability to execute on our business plan.
Components of our Results of Operations
Revenue
To date, our revenue primarily consists of amounts related to the Genentech Agreement and Elevar Agreement.
Operating Expenses
Research and Development Expenses
Research and Development Expenses include:
salaries, benefits, and other employee costs, including stock compensation expense, for personnel engaged in research and development functions;
costs of outside consultants, including their fees, stock compensation, and related travel expenses;
expenses incurred under agreements with contract research organizations, or CROs, contract manufacturing organizations, or CMOs, and other vendors that conduct our clinical trials and preclinical activities;
costs of acquiring, developing, and manufacturing clinical trial materials, and lab supplies;
costs related to compliance with regulatory requirements;
impairment of any intangible assets capitalized upon the acquisition of in-process research and development assets; and
facility costs, depreciation, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance, and other supplies.
We do not allocate certain internal costs, facilities, or overhead costs to specific development programs.
We expense research and development costs as the services are performed or the goods are received. We recognize costs for certain development activities, such as clinical trials, based on an evaluation of the progress to completion of specific tasks using data, such as patient enrollment, clinical site activations, or other information provided to us by our vendors and our clinical investigative sites. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our financial statements as prepaid expenses or accrued research and development expenses.
Our lead product candidate is in clinical development. We also have earlier stage programs across both precision oncology and genetic diseases. Costs incurred for these programs include costs incurred to support our discovery research and translational science efforts up to the initiation of first-in-human clinical development. Platform research and other research and development activities include costs that are not specifically allocated to active product candidates, including facilities costs, depreciation expense, and other costs. Employee expenses include salary, wages, stock compensation, and other costs related to our personnel, which are not allocated to specific programs or activities.
We cannot determine with certainty the duration and costs of future clinical trials and future development costs, if, when, or to what extent we will generate revenue from the commercialization and sale of any of our product candidates for which we obtain marketing approval or our other research and development costs. We may never succeed in obtaining marketing approval for any of our product candidates.
The duration, costs, and timing of clinical trials and development of our product candidates will depend on a variety of factors, including:
the scope, rate of progress, expense, and results of our preclinical development activities, any future clinical trials of our lead product candidate, or other product candidates and other research and development activities that we may conduct;
uncertainties in clinical trial design and patient enrollment or drop out or discontinuation rates;
establishing an appropriate safety and efficacy profile with IND-enabling studies;
the initiation and completion of future clinical trial results;
the timing, receipt, and terms of any approvals from applicable regulatory authorities including the FDA and non-U.S. regulators;
significant and changing government regulation and regulatory guidance;
potential additional studies requested by regulatory agencies;
establishing clinical and commercial manufacturing capabilities or making arrangements with third-party manufacturers in order to ensure that we or our third-party manufacturers are able to make product successfully;
the impact of any business interruptions to our operations, including the timing and enrollment of patients in our planned clinical trials, or to those of our manufacturers, suppliers, or other vendors resulting from any public health crisis or ongoing geopolitical conflicts and related global economic sanctions;
the expense of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights; and
maintaining a continued acceptable safety profile of our product candidates following approval, if any, of our product candidates.
Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect to continue to incur significant research and development expenses for the foreseeable future as we continue to conduct clinical trials of our lead product candidate, initiate clinical trials for our other product candidates, as well as identify and develop additional product candidates.
A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we anticipate will be required for the completion of clinical development of a product candidate, or if we experience significant trial delays due to patient enrollment or other reasons, we would be required to expend significant additional financial resources and time on the completion of clinical development.
Change in Fair Value of Contingent Consideration Liability
Change in Fair Value of Contingent Consideration Liability consists of fluctuations in the estimated fair value of Contingent Milestone Payments, as well as changes in the recorded amounts of Contingent Earnout Payments, under the Merger Agreement with ZebiAI.
General and Administrative Expenses
General and Administrative Expenses primarily consist of salaries and other employee costs, including stock compensation, for personnel in our executive, finance, corporate, and business development and administrative functions. General and Administrative Expenses also include legal fees relating to patent and corporate matters; professional fees for accounting, auditing, tax, and consulting services; other expenses associated with operating as a public company, including compliance with exchange listing and Securities and Exchange Commission, or SEC, requirements, director and officer insurance costs, and investor and public relations costs; travel expenses; and facility-related expenses, which include depreciation costs and allocated expenses for rent and maintenance of facilities.
We expect to continue to incur significant general and administrative expenses in the future and as we continue our research and development activities, as well as other activities related to the potential commercialization of our product candidates.
Other Income, Net
Other Income, Net primarily consists of interest income related to interest earned on our cash, cash equivalents, and investments.
Income Taxes
Since our inception in 2015, we have not recorded any U.S. federal or state income tax benefits for the net losses we have incurred in any year or for our earned research and development tax credits, due to our uncertainty of realizing a benefit from such items.
As of December 31, 2025, we had federal net operating loss carryforwards of $923.9 million, of which $43.1 million begin to expire in 2035 and $880.8 million do not expire.
As of December 31, 2025, we had state net operating loss carryforwards of $625.6 million, which begin to expire in 2035.
As of December 31, 2025, we had federal research and development tax credit carryforwards of $55.9 million, which begin to expire in 2035.
As of December 31, 2025, we had state research and development tax credit carryforwards of $29.9 million, which begin to expire in 2030.
As of December 31, 2025, we had federal orphan drug tax credit carryforwards of $17.0 million, which begin to expire in 2042.
Results of Operations
Comparison of years ended December 31, 2025 and 2024
The following table summarizes our results of operations for the years ended December 31, 2025 and 2024.
Year Ended December 31,
Change
(in thousands)
License and other revenue
Operating expenses:
Research and development expenses
Change in fair value of contingent consideration liability
General and administrative expenses
Total operating expenses
Loss from operations
Other income, net
Net loss
License and Other Revenue
During the year ended December 31, 2025, we recognized $15.4 million of license and other revenue from the Elevar Agreement, specifically in connection with the completion of each of our performance obligations thereunder in 2025, as well as receipt of certain milestone payments.
During the year ended December 31, 2024, we recognized $10.0 million of license and other revenue from the Genentech Agreement, specifically in connection with a milestone achieved thereunder in 2024.
Research and Development Expenses
The following summarizes our research and development expenses for the years ended December 31, 2025 and 2024:
Year Ended December 31,
Change
(in thousands)
External costs for programs in clinical trials
External costs for platform technologies and preclinical programs
Employee related expenses
Other expenses
Total research and development expenses
Research and development expenses were $261.4 million for the year ended December 31, 2025 compared to $319.1 million for the year ended December 31, 2024. The decrease of $57.7 million was primarily due to the series of strategic choices to streamline the research organization throughout 2024 and 2025, as well as decreases in costs incurred on continued development of lirafugratinib after execution of the Elevar Agreement in December 2024, offset by increases in costs related to the ReDiscover-2 Trial and ReInspire Trial.
Change in Fair Value of Contingent Consideration Liability
Change in fair value of our contingent consideration liability under the Merger Agreement with ZebiAI was $0 for the year ended December 31, 2025 compared to a decrease of $13.2 million for the year ended December 31, 2024. During the year ended December 31, 2024, the Contingent Milestone Payments and Contingent Earnout Payments were both reduced to $0. During the year ended December 31, 2025, there were no further changes to such amounts.
General and Administrative Expenses
General and administrative expenses were $56.7 million for the year ended December 31, 2025 compared to $76.6 million for the year ended December 31, 2024. The decrease of $19.9 million was primarily due to a decrease in stock compensation expense, as well as other employee costs, partially offset by costs to obtain the Elevar Agreement, which were expensed commensurate with the timing of revenue recognized during the year ended December 31, 2025.
Other Income, Net
Other income, net, was $26.3 million for the year ended December 31, 2025 compared to $34.8 million for the year ended December 31, 2024. The decrease of $8.5 million was primarily a result of changes in the amounts invested between periods, as well as fluctuations in interest rates.
Comparison of years ended December 31, 2024 and 2023
The following table summarizes our results of operations for the years ended December 31, 2024 and 2023:
Year Ended December 31,
Change
(in thousands)
License and other revenue
Operating expenses:
Research and development expenses
Change in fair value of contingent consideration liability
General and administrative expenses
Total operating expenses
Loss from operations
Other income, net
Net loss
License and Other Revenue
During the year ended December 31, 2024, we recognized $10.0 million of license and other revenue from the Genentech Agreement, specifically in connection with a milestone achieved thereunder in 2024.
During the year ended December 31, 2023, we recognized $25.5 million of license and other revenue from the Genentech Agreement, specifically in connection with milestones achieved thereunder in prior years. Although the milestones were achieved in prior years, the variable consideration was previously constrained until 2023.
Research and Development Expenses
The following summarizes our research and development expenses for the years ended December 31, 2024 and 2023:
Year Ended December 31,
Change
(in thousands)
External costs for programs in clinical trials
External costs for platform technologies and preclinical programs
Employee related expenses
Other expenses
Total research and development expenses
Research and development expenses were $319.1 million for the year ended December 31, 2024 compared to $330.0 million for the year ended December 31, 2023. The decrease of $10.9 million was primarily due to the impact of prioritization of certain programs in our pipeline, as previously disclosed in 2023 and 2024.
Change in Fair Value of Contingent Consideration Liability
The change in fair value of our contingent consideration liability for Contingent Milestone Payments under the Merger Agreement with ZebiAI was a decrease of $13.2 million for the year ended December 31, 2024 compared to a decrease of $6.4 million for the year ended December 31, 2023. During the year ended December 31, 2024, the Contingent Milestone Payments and Contingent Earnout Payments were both reduced to $0.
General and Administrative Expenses
General and administrative expenses were $76.6 million for the year ended December 31, 2024 compared to $75.0 million for the year ended December 31, 2023. The increase of $1.6 million was primarily due to an increase in stock compensation expense, partially offset by decreases in other employee compensation costs and certain other general and administrative expenses.
Other Income, Net
Other income, net, was $34.8 million for the year ended December 31, 2024 compared to $31.0 million for the year ended December 31, 2023. The increase of $3.7 million was primarily a result of changes in interest rates.
Liquidity and Capital Resources
As of December 31, 2025, we had cash, cash equivalents, and investments of $554.5 million.
Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for several years, if ever. To date, we have principally financed our operations through private placements of preferred stock and common stock, convertible debt, and proceeds from public offerings of our common stock.
In December 2024, we entered into the Elevar Agreement, pursuant to which Elevar was granted global development and commercialization rights for lirafugratinib. As of December 31, 2025, we had received $5.0 million in upfront consideration, $3.4 million in conjunction with transfer of active pharmaceutical ingredient and other materials, and $7.0 million in milestone payments pursuant to the Elevar Agreement.
In September 2024, we completed the September 2024 Offering of 32,857,143 shares of common stock, including the exercise in full of the underwriters’ option to purchase an additional 4,285,714 shares, at an offering price of $7.00 per share. We received proceeds of $218.2 million, which was net of $11.8 million in underwriting discounts and other offering expenses.
In August 2024, we filed a universal shelf registration statement on Form S-3ASR with the SEC, or the 2024 Shelf, to register for sale an amount of our common stock, preferred stock, debt securities, warrants and/or units in one or more offerings, which became effective upon filing with the SEC (File No. 333-281308). The 2024 Shelf replaced our prior universal shelf registration statement filed with the SEC in August 2021 (File No. 333-258768), which would have expired in August 2024.
In August 2021, we entered into the 2021 Sales Agreement with Cowen, pursuant to which we could offer and sell shares of our common stock having aggregate gross proceeds of up to $300.0 million from time to time in "at-the-market" offerings through Cowen, as our sales agent. In August 2024, the 2021 Sales Agreement was terminated by mutual agreement between us and Cowen. Through termination of the 2021 Sales Agreement, we sold 4,915,669 shares of common stock under the 2021 Sales Agreement, from which we received $48.2 million in proceeds, which were net of $1.2 million in commissions paid to Cowen and other offering expenses.
In August 2024, we also entered into the 2024 Sales Agreement with TD Securities, pursuant to which we may offer and sell shares of our common stock having aggregate gross proceeds of up to $250.0 million from time to time in “at-the-market” offerings through TD Securities, as our sales agent. As of December 31, 2025, we have not sold any shares under the 2024 Sales Agreement.
In January 2024, we entered into a securities purchase agreement with Nextech Crossover I SCP for the Private Placement. We received $29.8 million in proceeds from the Private Placement, which were net of $0.2 million in offering expenses.
Through the Termination Date, we received $120.0 million in upfront and milestone payments from Genentech pursuant to the Genentech Agreement.
Cash Flows
The following table summarizes our sources and uses of cash for each of the periods presented:
Year Ended December 31,
(in thousands)
Cash used in operating activities
Cash provided by (used in) investing activities
Cash provided by financing activities
Net decrease in cash, cash equivalents, and restricted cash
Operating Activities
During the year ended December 31, 2025, we used $235.5 million of cash on operating activities, primarily resulting from our net loss of $276.5 million and cash used to fund changes in our operating assets and liabilities of $23.3 million, offset by non-cash charges of $64.3 million.
During the year ended December 31, 2024, we used $249.1 million of cash on operating activities, primarily resulting from our net loss of $337.7 million, offset by non-cash charges of $74.0 million and cash provided by changes in our operating assets and liabilities of $14.6 million.
During the year ended December 31, 2023, we used $300.3 million of cash on operating activities, primarily resulting from our net loss of $342.0 million and cash used to fund changes in our operating assets and liabilities of $32.5 million, offset by non-cash charges of $74.1 million.
Investing Activities
During the year ended December 31, 2025, net cash provided by investing activities was $192.8 million, consisting of $193.2 million proceeds from net maturities of investments, offset by $0.4 million for the acquisition of property and equipment.
During the year ended December 31, 2024, net cash used in investing activities was $41.1 million, consisting of $39.1 million in net purchases of investments and $2.0 million for the acquisition of property and equipment.
During the year ended December 31, 2023, net cash provided by investing activities was $257.6 million, consisting of $261.8 million in proceeds from net maturities of investments, offset by $4.1 million for the acquisition of property and equipment.
Financing Activities
During the year ended December 31, 2025, net cash provided by financing activities was $1.6 million, consisting of $1.6 million in proceeds from the exercise of stock options and purchases under our 2020 Employee Stock Purchase Plan, or ESPP.
During the year ended December 31, 2024, net cash provided by financing activities was $270.2 million, consisting of $265.9 million in net proceeds from the Private Placement, at-the-market offerings, and the September 2024 Offering, as well as $4.3 million in proceeds from the exercise of stock options and purchases under our ESPP.
During the year ended December 31, 2023, net cash provided by financing activities was $34.8 million, primarily consisting of $30.3 million in net proceeds from at-the-market offerings, as well as $4.5 million in proceeds from stock option exercises and purchases under our ESPP.
Funding Requirements
We expect to continue to incur significant expenses in connection with our ongoing clinical development activities related to our product candidates and the ongoing preclinical development activities of our other programs. In addition, we continue to incur additional costs associated with operating as a public company.
As of December 31, 2025, we had cash, cash equivalents, and investments of $554.5 million. We believe that our existing cash, cash equivalents, and investments will enable us to fund our operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.
Because of the numerous risks and uncertainties associated with the development of our product candidates, as well as our preclinical programs, and because the extent to which we may enter into collaborations with third parties for the development of our product candidates is unknown, we are unable to estimate the timing and amounts of increased capital outlays and operating expenses associated with completing the research and development of our product candidates. Our future capital requirements will depend on many factors, including:
the impact of any business interruptions to our operations, including the timing and enrollment of patients in our planned clinical trials, or to those of our manufacturers, suppliers, or other vendors, resulting from public health epidemics or outbreaks of infectious disease or ongoing geopolitical conflicts and related global economic sanctions;
the scope, progress, results, and costs of our current and future clinical trials of our lead product candidate and additional preclinical research of our other programs;
the scope, progress, results, and costs of drug discovery, preclinical research, and clinical trials for our other product candidates;
the number of future product candidates that we pursue and their development requirements;
the costs, timing, and outcome of regulatory review of our product candidates;
our ability to establish and maintain licenses or collaborations on favorable terms, if at all;
the success of any existing or future licenses or collaborations that we may enter into with third parties;
the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for product candidates;
the achievement of milestones or occurrence of other developments that trigger payments under any existing or future license or collaboration agreements, if any;
the extent to which we are obligated to reimburse, or entitled to reimbursement of, clinical trial costs under any existing or future license or collaboration agreements, if any;
the costs and timing of future commercialization activities, including drug sales, marketing, manufacturing, and distribution, for any of our product candidates for which we receive marketing approval, to the extent that such sales, marketing, manufacturing, and distribution are not the responsibility of any licensee or collaborator that we may have at such time;
the amount of revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval;
the costs of preparing, filing, and prosecuting patent applications, maintaining, and enforcing our intellectual property rights and defending intellectual property-related claims;
our headcount growth and associated costs if and as we expand our business operations and our research and development activities; and
the costs of operating as a public company.
Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is a time-consuming, expensive, and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval for any product candidates or generate revenue from the sale of any product candidate for which we may obtain marketing approval. In addition, our product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of drugs that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to obtain substantial additional funds to achieve our business objectives.
Adequate additional funds may not be available to us on acceptable terms, or at all. We do not currently have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be diluted, and the terms of these securities may include liquidation or other preferences and anti-dilution protections that could adversely affect your rights as a common stockholder. Additional debt or preferred equity financing, if available, may involve agreements that include restrictive covenants that may limit our ability to take specific actions, such as incurring debt, making capital expenditures, or declaring dividends, which could adversely impact our ability to conduct our business, and may require the issuance of warrants, which could potentially dilute your ownership interest.
If we raise additional funds through collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technology, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or collaborations, strategic alliances or licensing arrangements with third parties when needed, we may be required to delay, limit, reduce, and/or terminate our product development programs or any future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Contractual Obligations and Commitments
Intellectual Property License
On June 15, 2020, we entered into an Amended and Restated Collaboration and License Agreement, or DESRES Agreement, with D. E. Shaw Research, LLC, or D. E. Shaw Research, extending the term and otherwise modifying the terms of the Collaboration and License Agreement originally entered into on August 17, 2016. Pursuant to the DESRES Agreement, the parties jointly conducted research efforts with the goal of identifying and developing product candidates. The initial research term under the DESRES Agreement ended on August 16, 2025, with the DESRES Agreement continuing thereafter on a target-by-target basis until all payment obligations have expired. We paid an annual collaboration fee of up to $9.9 million to D.E. Shaw Research until the end of the initial research term. Additionally, on a product-by-product basis, we have agreed to pay D. E. Shaw Research milestone payments upon the achievement of certain development and regulatory milestone events for products we develop under the DESRES Agreement that are directed to a Category 1 Target or any target that was a Category 1 Target. Such payments for achievement of development and regulatory milestones total up to $7.3 million in the aggregate for each of the first three products we develop and up to $6.3 million in the aggregate for each product we develop after the first three. In addition, we are obligated to pay D. E. Shaw Research royalty payments, as defined in the DESRES Agreement. We assessed the milestone and royalty events under the DESRES Agreement as of December 31, 2025 and 2024, concluding certain milestone payments were triggered as of December 31, 2025 and subsequently paid in January 2026 and no such payments were due as of December 31, 2024.
399 Binney Street
In December 2017, we executed an operating lease agreement for 44,336 square feet of office and laboratory space at 399 Binney Street, Cambridge, Massachusetts, which was increased to 44,807 square feet in January 2018. Pursuant to the terms of the operating lease agreement, as amended in November 2019 and September 2020, the operating lease was previously scheduled to expire on April 30, 2029. On June 3, 2025, we executed another amendment to the operating lease, as amended, pursuant to which termination was accelerated to July 3, 2025. We continued to be responsible for rent and other obligations under the operating lease, as amended, through July 3, 2025, at which point such obligations ceased and the operating lease was terminated.
60 Hampshire Street
In May 2021, we executed an operating lease agreement for 41,474 square feet of office and laboratory space at 60 Hampshire Street, Cambridge, Massachusetts 02139. We gained control of the space in July 2022 and the lease expires in June 2032. There are no renewal options. We provided a letter of credit in connection with the agreement in the amount of $1.2 million with a financial institution, which expires commensurate with the lease in June 2032.
Building 300 at One Kendall Square
In June 2025, we executed an operating leases agreement for 12,190 square feet of office space in Building 300 at One Kendall Square, Cambridge, Massachusetts 02139. We gained control of the space in July 2025 and the lease expires in February 2030. There are no renewal options. We provided a letter of credit in connection with the agreement in the amount $0.1 million with a financial institution, which expires commensurate with the lease in February 2030.
Other Significant Arrangements
We enter into contracts in the normal course of business with CROs and CMOs for clinical trials, preclinical research studies, and testing, manufacturing, and other services and products for operating purposes.
Critical Accounting Policies and Use of Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs, expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are described in more detail in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
We account for revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers , or ASC 606. In connection therewith, we recognize revenue when customers obtain control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for such goods or services.
Once a contract is determined to be within the scope of ASC 606, we assess the goods or services promised within the contract and determine those that are performance obligations at contract inception. We then determine the transaction price and allocate it to the performance obligations. As part of the accounting for such arrangements, we must use judgment to determine: (a) the number of performance obligations; (b) the transaction price, including the determination of whether milestones or other variable consideration should be included in the transaction price; and (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of the transaction price.
We utilize key assumptions and judgments in (a) determining the stand-alone selling price for each performance obligation, which may include discounted cash flow models, evaluation of comparable transactions, and pricing considered in negotiating the transaction and estimated costs, and (b) determining how the transaction price is allocated amongst the performance obligations. We also use judgment to determine whether milestones or other variable consideration should be included in the transaction price. As part of management's evaluation of the transaction price, we consider numerous factors, including whether the achievement of the milestones is outside of our control, contingent upon the efforts of others, or subject to scientific risks of success. If we conclude it is probable that a significant revenue reversal would not occur, the associated milestone payment is included in the transaction price. Milestone payments that are not within our control, such as regulatory approvals, are generally not considered probable until those milestones are achieved. We re-evaluate the transaction price, including estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For revenue-based royalties, including milestone payments based on the level of sales, we will include royalties in the transaction price at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty is allocated has been (or partially ).
Once the performance obligations are identified, the transaction price is allocated to each performance obligation based on the relative stand-alone selling price. We then recognize revenue for the amount of the transaction price allocated to the respective performance obligation when (or as) it is satisfied, either at a point in time or over time. If the performance obligation is satisfied over time, we recognize revenue based on the use of either an output or input method.
Prepaid and Accrued Research and Development Expenses
As part of the process of preparing our consolidated financial statements, we are required to estimate prepaid and accrued research and development expenses. This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services performed on our behalf, and estimating the level of service performed and costs incurred for such services in comparison to
invoices and payments. The majority of our service providers invoice us in arrears for services performed on a pre-determined schedule or when contractual milestones are met; however, some require advanced payments. We make estimates of our prepaid and accrued expenses as of each balance sheet date in our consolidated financial statements based on facts and circumstances known to us at that time.
Examples of estimated prepaid and accrued research and development expenses include fees paid to:
CROs in connection with performing research activities on our behalf and conducting preclinical studies and clinical trials on our behalf;
investigative sites or other service providers in connection with clinical trials;
vendors in connection with preclinical and clinical development activities; and
vendors related to product manufacturing and development and distribution of preclinical and clinical supplies.
We base our expenses related to preclinical studies and clinical trials on our estimates of the services received and efforts expended pursuant to quotes and contracts with multiple CROs that conduct and manage preclinical studies and clinical trials on our behalf. The financial terms of such agreements are subject to negotiation and vary from contract to contract, which may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing fees, we estimate the time period over which services will be performed, enrollment of patients, number of sites activated, and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the prepaid expense or accrued expense accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low in any particular period. To date, we have not made any material adjustments to our prior estimates.
Recently Issued and Adopted Accounting Pronouncements
A description of recently issued accounting pronouncements that we have adopted is disclosed in Note 2, Significant Accounting Policies , to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. None of these pronouncements had a material impact on our financial position or results of operations.
Item 7A. Quantitative and Qualitati ve Disclosures About Market Risk.
Interest rate risk
We are exposed to market risk related to changes in interest rates of our investment portfolio of cash equivalents and short-term investments. As of December 31, 2025, our cash equivalents consisted of money market funds. As of December 31, 2025, our investments consisted of investments in U.S. treasury bills and United States agency securities that have contractual maturities of less than two years. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. The fair value of our marketable securities is subject to change as a result of potential changes in market interest rates, including changes in federal interest rates. The potential change in fair value for interest rate sensitive instruments has been assessed on a hypothetical 100 basis point adverse movement across all maturities. As of December 31, 2025, we estimate that such hypothetical 100 basis point adverse movement would not result in a material impact on our condensed consolidated results of operations.
As of December 31, 2025, we had no debt outstanding and, therefore, are not exposed to interest rate risk with respect to debt.
Foreign currency exchange risk
All of our employees and our operations are currently located in the United States and our expenses are generally denominated in U.S. dollars. However, we have entered into a limited number of contracts with vendors for research and development services that permit us to satisfy our payment obligations in U.S. dollars (at prevailing exchange rates), but have underlying payment obligations denominated in foreign currencies, including the Euro. We are subject to foreign currency transaction gains or losses on our contracts denominated in foreign currencies. To date, foreign currency transaction gains and losses have not been material to our financial statements and we have not had a formal hedging program with respect to foreign currency. We estimate that a 10% increase or decrease in current exchange rates would not have a material effect on our financial results for the years ended December 31, 2025, 2024, and 2023. While we have not engaged in the hedging of our foreign currency transactions to date, we are evaluating the costs and benefits of initiating such a program and may in the future hedge selected significant transactions denominated in currencies other than the U.S. dollar if and/or as we expand our international operations and our risk grows.
I tem 8. Financial Statements and Supplementary Data.
The financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. An index of those financial statements is found in Index to the Consolidated Financial Statements of this Annual Report on Form 10-K, as incorporated by reference into Item 15, Exhibits and Financial Statement Schedules, of this Annual Report on Form 10-K.
I tem 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
I tem 9A. Controls and Procedures.
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.
Internal Control over Financial Reporting
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive officer and principal financial officer, or persons performing similar functions, and effected by a company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of a company’s assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of the company’s management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our independent registered public accounting firm has issued an attestation report of our internal control over financial reporting. This report appears below.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Relay Therapeutics, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Relay Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Relay Therapeutics, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 26, 2026
It em 9B. Other Information.
Rule 10b5-1 Trading Plans
The following table describes, for the three month period ended December 31, 2025, each trading arrangement for the sale or purchase of our securities adopted , materially modified, 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 three month period ended December 31, 2025.
Name
(Title)
Action Taken
(Date of Action)
Type of Trading Arrangement
Expiration Date
Aggregate Number
of Securities
Donald A. Bergstrom
( President, Research and Development )
Adoption
Rule 10b5-1 Trading Arrangement
The earlier of (i) 11/20/2026 and (ii) the completed sale of the maximum shares subject to the plan.
Up to 120,915 Shares
Peter Rahmer
( Chief Corporate Development Officer )
Adoption
Rule 10b5-1 Trading Arrangement
The earlier of (i) 10/15/2026 and (ii) the completed sale of the maximum shares subject to the plan.
Up to 100,000 Shares
Thomas Catinazzo
( Chief Financial Officer )
Adoption
Rule 10b5-1 Trading Arrangement
The earlier of (i) 12/17/2026 and (ii) the completed sale of the maximum shares subject to the plan.
Up to 388,418 Shares
Sanjiv K. Patel
( President and Chief Executive Officer )
Adoption
Rule 10b5-1 Trading Arrangement
The earlier of (i) 11/23/2026 and (ii) the completed sale of the maximum shares subject to the plan.
Up to 240,998 Shares
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10 . Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2026 Annual Meeting of Stockholders within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K and is incorporated herein by reference.
I tem 11. Executive Compensation.
The information required by this Item 11 will be included in our Definitive Proxy Statement (excluding the information under the subheading "Pay Versus Performance") to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K and is incorporated herein by reference.
Ite m 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K and is incorporated herein by reference.
It em 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K and is incorporated herein by reference.
Ite m 14. Principal Accounting Fees and Services.
Our independent public accounting firm is Ernst & Young LLP, Boston, Massachusetts, United States, PCAOB Auditor ID 42 .
The information required by this Item 14 will be set forth in the section headed " – Ratification of the Appointment of Ernst & Young LLP as Relay Therapeutics’ Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026" in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financ ial Statement Schedules.
For a list of the financial statements included herein, see Index to the Consolidated Financial Statements of this Annual Report on Form 10-K, incorporated into this Item by reference.
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.
The exhibits filed as part of this Annual Report on Form 10-K are set forth on the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K. The Exhibit Index is incorporated herein by reference.
It em 16. Form 10-K Summary
Not applicable.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
REPORT OF INDEPENDENT REG ISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Relay Therapeutics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Relay Therapeutics, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Prepaid and Accrued Research and Development Expenses
Description of the Matter
As of December 31, 2025, the Company has recognized prepaid expenses of $17.8 million, which includes prepaid research and development expenses, and accrued external research and development costs of $12.6 million. As discussed in Note 2 to the consolidated financial statements, the Company makes estimates of prepaid and accrued research and development expenses at each balance sheet date by analyzing the progress of the services, including the phase or completion of events, invoices received and contracted costs from external third parties.
Auditing the Company’s estimates of prepaid and accrued external research and development expenses related to contract research organizations in connection with clinical trials, which are included within the prepaid and accrued research and development expenses, is challenging and judgmental, as the amounts are based on various estimates from third-party vendors, as well as other inputs estimated by members of management, such as, the time period over which services will be performed, enrollment of patients, number of sites activated, and the level of effort expended during the reporting period. Additionally, due to the duration of the Company’s research and development activities and the timing of invoicing received from third parties, the actual amounts incurred are not typically known by the date the financial statements are issued.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls related to the Company’s process for recording prepaid and accrued research and development expenses, including controls over management’s review of the assumptions described below.
To test prepaid and accrued research and development expenses related to contract research organizations, our audit procedures included, among others, testing the completeness and accuracy of the underlying data used in the Company’s calculations and evaluating the significant assumptions used, as described above, by management to estimate the recorded prepaid and accrued research and development expenses. To assess the reasonableness of the significant assumptions, we corroborated the progress of clinical trials by inquiring of the Company’s clinical team responsible for overseeing its clinical trial activities, obtained and verified information directly from third parties related to patient enrollment, number of active sites, billings, and costs of services, and performed a sensitivity analysis to assess the impact of reasonable changes in assumptions. In addition, we compared the costs for a sample of transactions against the related invoices and contracts and examined a sample of subsequent payments, invoices, and confirmations from the contract research organization to evaluate the accuracy of research and development expense and compared the results to the prepaid and accrued balances at December 31, 2025.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2017.
Boston, Massachusetts
February 26, 2026
Relay Therapeutics, Inc.
Consolidated Ba lance Sheets
(In thousands, except share and per share amounts)
December 31, 2025
December 31, 2024
Assets
Current assets:
Cash and cash equivalents
Investments
Prepaid expenses
Other current assets
Total current assets
Property and equipment, net
Operating lease assets
Restricted cash
Intangible asset
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Accrued expenses
Operating lease liabilities
Deferred revenue
Other current liabilities
Total current liabilities
Operating lease liabilities, net of current portion
Total liabilities
Commitments and contingencies (Note 11)
Stockholders’ equity:
Undesignated preferred stock, $ 0.001 par value, 10,000,000 shares authorized as of
December 31, 2025 and December 31, 2024; no shares issued and outstanding as
of December 31, 2025 and December 31, 2024
Common stock, $ 0.001 par value; 300,000,000 shares authorized as of December
31, 2024 and December 31, 2024; 173,868,949 and 167,755,715 shares issued
and outstanding as of December 31, 2025 and December 31, 2024, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes.
Relay Therapeutics, Inc.
Consolidated Statements of Oper ations and Comprehensive Loss
(In thousands, except share and per share data)
Year Ended December 31,
Revenue:
License and other revenue
Total revenue
Operating expenses:
Research and development expenses
Change in fair value of contingent consideration liability
General and administrative expenses
Total operating expenses
Loss from operations
Other income:
Interest income
Other (expense) income
Total other income, net
Net loss
Net loss per share, basic and diluted
Weighted average shares of common stock, basic and diluted
Other comprehensive income (loss):
Unrealized holding gain (loss)
Total other comprehensive income (loss)
Total comprehensive loss
See accompanying notes.
Relay Therapeutics, Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands, except share and per share data)
Common Stock
Additional
Paid-In
Accumulated
Other
Comprehensive
Accumulated
Total
Stockholders’
Shares
Par Value
Capital
Income/(Loss)
Deficit
Equity
Balances at December 31, 2022
Issuance of common stock upon milestone achievement
Issuance of common stock via at-the-market offerings, net
Issuance of common stock through exercise of stock options
Issuance of common stock via employee stock purchase plan
Vesting of restricted stock units
Stock compensation expense
Unrealized gain on investments
Net loss
Balance at December 31, 2023
Issuance of common stock through Private Placement, net
Issuance of common stock via at-the-market offerings, net
Issuance of common stock through follow-on offering, net
Issuance of common stock through exercise of stock options
Issuance of common stock via employee stock purchase plan
Vesting of restricted stock units
Stock compensation expense
Unrealized loss on investments
Net loss
Balances at December 31, 2024
Issuance of common stock through exercise of stock options
Issuance of common stock via employee stock purchase plan
Vesting of restricted stock units
Stock compensation expense
Unrealized gain on investments
Net loss
Balances at December 31, 2025
See accompanying notes.
Relay Therapeutics, Inc.
Consolidated Statem ents of Cash Flows
(In thousands)
Year Ended December 31,
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense
Stock compensation expense
Impairment of intangible asset
Net realized gain on sale of investments
Loss on disposal of property and equipment
Change in fair value of contingent consideration liability
Net amortization of premiums and discounts on investments
Changes in assets and liabilities:
Accounts receivable
Contract asset
Prepaid expenses and other current assets
Operating lease assets and liabilities, net
Accounts payable and accrued expenses
Deferred revenue
Other liabilities
Net cash used in operating activities
Cash flows from investing activities:
Purchases of property and equipment
Purchases of investments
Proceeds from maturities and sales of investments
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from issuance of common stock through Private Placement, net
Proceeds from issuance of common stock via at-the-market offerings, net
Proceeds from issuance of common stock through follow-on offering, net
Proceeds from issuance of common stock through exercise of stock options
Proceeds from issuance of common stock via employee stock purchase plan
Net cash provided by financing activities
Net decrease in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
Supplemental disclosure of non-cash activities:
Periodic change in additions of property and equipment within current liabilities
Periodic change in costs to obtain license agreement within current liabilities
Operating lease assets obtained in exchange for operating lease liabilities
Issuance of common stock upon milestone achievement
Reconciliation of Cash, Cash Equivalents, and Restricted Cash from Balance Sheets to Statements of Cash Flows
Year Ended December 31,
(in thousands)
Cash and cash equivalents
Restricted cash
Cash, cash equivalents, and restricted cash per statements of cash flows
See accompanying notes.
Relay Therapeutics, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share data)
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, small molecule precision medicine company developing potentially life-changing therapies for patients living with cancer and genetic disease. 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 candidate, zovegalisib (RLY-2608), is in clinical development. The Company is also progressing its NRAS-selective inhibitor, RLY-8161, to address NRAS-mutated solid tumors, as well as its non-inhibitory chaperone for Fabry disease. The Company is also advancing early-stage discovery 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 integrating its computational 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 $ 2.0 billion as of December 31, 2025. The Company expects that its existing cash, cash equivalents, and investments as of December 31, 2025 will enable it to fund its planned operating expenses and capital expenditures for at least one year from the date of the issuance of these 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 to obtain funding, the Company could be to , reduce, or eliminate its research and development programs, product portfolio expansion, or commercialization efforts, which could affect its business prospects. In the event the Company requires additional funding, there can be no assurance that it will be in obtaining sufficient funding on terms acceptable to the Company to fund its continuing operations, if at all.
2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for reporting on Form 10-K.
The Company’s 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.
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 consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these
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") in 2021, 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 timing of expense recognition for certain research and development activities, 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.
Segments
In general, segments are identified as components of an enterprise or business about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM") in making decisions on how to allocate resources and assess performance of the enterprise or business.
In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which is intended to provide enhancements to segment disclosures, even for entities with one reportable segment. In particular, the standard requires disclosure of significant segment expenses regularly (a) provided to the CODM and (b) included within each reported measure of segment profit and loss. The standard also requires disclosure of all other segment items by reportable segment and a description of its composition. Finally, the standard requires disclosure of the title and position of the CODM and an explanation of CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
The Company adopted ASU 2023-07 upon filing its Annual Report on Form 10-K for the year ended December 31, 2024.
The Company's CODM is the President and Chief Executive Officer.
The Company and the CODM view the Company's operations as one segment, which is using innovative experimental and computational approaches on protein motion for making medicines to drug protein targets that have previously been intractable or inadequately addressed.
For further considerations, refer to Note 3, Segment Information .
Cash Equivalents
The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market funds, are stated at fair value.
Restricted Cash
As of December 31, 2025 and 2024, the Company had restricted cash of $ 1.3 million and $ 2.1 million, respectively, to secure letters of credit in connection with the Company's operating leases, as detailed in Note 12, Operating Leases . The Company classified the restricted cash as a noncurrent asset on its consolidated balance sheets, consistent with the terms of the operating lease agreements.
Investments
Investments in marketable securities are classified as available-for-sale.
Investments are measured and reported at fair value using quoted prices in active markets for similar securities.
Premiums or discounts from par value are amortized to interest income over the life of the underlying investment.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). Certain amendments thereto were also issued by the FASB. The Company adopted ASU 2016-13, as well as the related amendments thereto, on January 1, 2022, pursuant to which the Company reviews investments whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. In connection therewith, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors, considering the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If the assessment indicates a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit is recorded on the consolidated balance sheet, limited by the amount that the fair value is less than the amortized cost basis. Any not related to credit is recognized in other comprehensive as a separate component of stockholders' equity. Changes in the allowance for credit are recorded as a provision for (or reversal of) credit expense in general and administrative expenses within the consolidated statements of operations and comprehensive . are charged the allowance when the Company believes the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
In the event no credit losses are identified, the entire change in fair value of investments are recognized as unrealized gains and losses, which are included as a component of accumulated other income/(loss) on the consolidated balance sheets and statements of stockholders' equity, as well as a component of other comprehensive income/(loss) on the consolidated statements of operations and comprehensive loss, until realized. To the extent there are realized gains/(losses), such amounts are specifically identified and included in interest income.
All of the Company’s available-for-sale securities are available to the Company for use in current operations. As a result, the Company classified all such securities as current assets as of December 31, 2025 and 2024 , although the stated maturity of some individual securities may be one year or more beyond the balance sheet dates.
Concentration of Credit Risk and Significant Suppliers
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and investments. From time to time, the Company has maintained all of its cash, cash equivalents, and investments at certain accredited financial institutions in amounts that exceed federally insured limits. The Company generally invests its excess capital in money market funds, U.S. treasury bonds, U.S. treasury bills, and agency bonds, all of which are subject to minimal credit and market risk. Management has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards, and limits the credit exposure of any single issuer.
The Company is dependent on third-party suppliers for research and development activities of its programs, including preclinical and clinical testing. In particular, the Company relies and expects to continue to rely on a small number of these suppliers, as discussed in Note 11, Commitments and Contingencies , to meet its requirements for certain of its programs. These programs could be adversely affected by a significant interruption in preclinical and clinical testing, as well as the supply of active pharmaceutical ingredients and formulated drugs.
Fair Value Measurements
Certain assets and liabilities are carried at fair value under GAAP.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable.
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful life of the asset. Laboratory and computer equipment are depreciated over three years . Furniture and fixtures are depreciated over five years . Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations.
Property and equipment, net consisted of the following:
December 31,
(in thousands)
Property and equipment:
Laboratory equipment
Leasehold improvements
Computer equipment
Furniture and fixtures
Construction in process
Less: accumulated depreciation
Total property and equipment, net
Impairment of Long-Lived Assets
The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured in an amount by which the book values of the assets exceed their fair value.
The Company did no t recognize any impairment losses for the years ended December 31, 2024 and 2023.
In connection with the acquisition of ZebiAI in 2021, the Company recorded an intangible asset for the assembled workforce of $ 2.3 million. During the year ended December 31, 2025 , over 70 employees were involuntarily terminated, after which the Company concluded there was no ongoing benefit from the assembled workforce. Therefore, the intangible asset was considered to be impaired and written-off within research and development expenses during the year ended December 31, 2025.
The Company did no t recognize any other impairment losses for the year ended December 31, 2025 .
Research and Development Costs
In general, research and development expenses include salaries, stock compensation and benefits of employees, third-party license fees, and other operational costs incurred in connection with the Company’s research and development activities, including allocated facility expenses and external costs of outside vendors engaged to conduct both preclinical studies and clinical trials. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.
The Company expenses research and development costs as incurred. When evaluating the adequacy of expense recognized, particularly from services performed by external third parties, the Company analyzes progress of the services, including the phase or completion of events, invoices received, and contracted costs. Judgments and estimates are made in determining the expense recognized and the related prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical estimates have not been materially different from the actual costs.
Patent Costs
All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.
Stock Compensation
For stock options and restricted stock units ("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 on such date for RSUs. In connection therewith, compensation expense for such awards is 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 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 on such date for RSUs. In connection
therewith, compensation expense for such awards is 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.
For 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 market conditions, the Company measures their fair value on the grant date using a Monte Carlo Simulation, incorporating various option pricing inputs. In connection therewith, compensation expense for such awards is recognized under the accelerated attribution method over the derived service period or requisite service period, whichever is longer, regardless of whether the market conditions have been achieved. The Company recognizes the impact of forfeitures on compensation expense as they occur.
Revenue Recognition
The Company accounts for revenue recognition in accordance with ASC 606, pursuant to which an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps at contract inception: (i) identify the contract(s) with customer(s); (ii) identify the performance obligation(s) in the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract(s); and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
Once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations at contract inception. The Company then determines the transaction price and allocates it to the performance obligations. As part of the accounting for such arrangements, the Company must use judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above, including the determination of whether milestones or other variable consideration should be included in the transaction price; and (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of the transaction price in step (iv) above.
The Company utilizes key assumptions and judgments in (a) determining the stand-alone selling price for each performance obligation, which may include discounted cash flow models, evaluation of comparable transactions, and pricing considered in negotiating the transaction and estimated costs, and (b) determining how the transaction price is allocated amongst the performance obligations. The Company also uses judgment to determine whether milestones or other variable consideration should be included in the transaction price. As part of management’s evaluation of the transaction price, the Company considers numerous factors, including whether the achievement of the milestones is outside of the Company's control, contingent upon the efforts of others, or subject to scientific risks of success. If the Company concludes it is probable that a significant revenue reversal would not occur, the associated milestone payment is included in the transaction price. Milestone payments that are not within the Company's control, such as regulatory approvals, are generally not considered probable until those milestones are achieved. The Company re-evaluates the transaction price, including estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For revenue-based royalties, including milestone payments based on the level of sales, the Company will include royalties in the transaction price at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty is allocated has been (or partially ).
Once the performance obligations are identified, the transaction price is allocated to each performance obligation based on the relative stand-alone selling price. The Company then recognizes as revenue the amount of the transaction price allocated to the respective performance obligation when (or as) it is satisfied, either at a point in time or over time. If the performance obligation is satisfied over time, the Company recognizes revenue based on the use of either an output or input method.
Contract Assets and Liabilities
In general, a contract asset is an entity's right to consideration in exchange for goods or services the entity has transferred to a customer when the right is conditioned on something besides the passage of time. The Company recognizes a contract asset when it transfers goods or services to a customer before the customer pays consideration and/or before payment is due, excluding any amounts presented as a receivable. The Company also assesses contract assets for credit losses.
In general, a contract liability, or deferred revenue, primarily relates to amounts for which an entity has received payment or has the unconditional right to receive payment in the future, but has not yet satisfied the related performance obligations. The Company records such payments or consideration due as deferred revenue and until it satisfies the performance obligations under such arrangements. In connection therewith, upfront payments from the Company's licensing agreements do not represent financing, as the payment is not funding the transfer of good or services and the technology under the licenses granted reflects research and development expenses already incurred.
Leases
Pursuant to ASC Topic 842, Leases ("ASC 842"), the Company determines if an arrangement is or contains a lease at inception. For leases with a term of 12 months or less, the Company does not recognize a right-of-use asset or lease liability. The Company’s operating leases
are recognized on its consolidated balance sheets as other noncurrent assets, other current liabilities, and other noncurrent liabilities. The Company does not have any finance leases.
Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. Operating lease right-of-use assets also include the effect of any lease payments made prior to commencement and exclude lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.
The Company has lease agreements with lease and non-lease components, which are accounted for as a combined element.
Comprehensive Loss
Comprehensive loss includes net loss, as well as other changes in stockholders’ equity resulting from transactions and economic events other than those with stockholders. For the years ended December 31, 2025, 2024, and 2023 , other comprehensive income (loss) consisted of changes in unrealized gains and losses from available-for-sale investments.
Net Loss per Common Share
Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted-average number of common shares outstanding during the period and the effect of any dilutive securities. For periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
For additional discussion of net loss per common share, please refer to Note 9, Net Loss per Share.
Income Taxes
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events recognized in the Company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. The tax position first must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate. as well as the related net interest and penalties.
Recently Adopted Accounting Pronouncements
As noted above, the Company adopted (a) ASU 2016-13, as well as the related amendments thereto, on January 1, 2022 and (b) ASU 2023-07 upon filing of its Annual Report on Form 10-K for the year ended December 31, 2024. The adoption of the standards noted did not have a material impact on the Company's consolidated financial statements or footnotes, except as otherwise noted.
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 requires more detailed information in the income tax rate reconciliation, as well as other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption was permitted. The Company adopted the standard upon filing of this Annual Report on Form 10-K and such standard did not have a material impact on the Company's consolidated financial statements or footnotes.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), the objective of which is to improve disclosures around an entity's expenses. In particular, the standard will require disclosure of additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. ASU 2024-03 is effective for years beginning after December 15, 2026, as well as for interim periods beginning after
December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the standard on the presentation of its condensed consolidated financial statements and footnotes.
3. Segment Information
As summarized in Note 2, Significant Accounting Policies , the Company’s CODM is the President and Chief Executive Officer and the Company views its operations as one segment, which is using innovative experimental and computational approaches on protein motion for making medicines to drug protein targets that have previously been intractable or inadequately addressed. The factors used in determining the Company’s segments include the nature of the Company’s operating activities, the organizational and reporting structure, and the type of information provided to and reviewed by the Company’s CODM to allocate resources and evaluate financial performance.
The measure of segment assets is reported on the Company’s consolidated balance sheets as total consolidated assets. The Company only operates in the United States and all tangible assets, consisting of property and equipment and operating lease right-of-use assets, are held in the United States.
The Company’s CODM uses consolidated net loss to evaluate the Company’s expenditures and monitor budget-to-actual results. In connection therewith, the review of budget-to-actual results is used in assessing performance of the Company’s one operating segment, as well as in establishing resource allocations across the Company.
The following tables illustrates information about segment revenue, significant segment expenses, and segment net loss.
Year Ended December 31,
(in thousands)
License and other revenue
Less:
Research and development expenses
External costs for programs in clinical trials
External costs for platform technologies and preclinical programs
Employee related expenses (1)
Other expenses (2)
General and administrative expenses (3)
Other segment expenses (income)
Depreciation expense
Stock compensation expense in research and development expenses
Stock compensation expense in general and administrative expenses
Change in fair value of contingent consideration liability
Interest income
Other expense (income)
Segment net loss
Reconciliation to consolidated net loss:
Adjustments or reconciling items
Consolidated net loss
The expense categories and amounts in the table above align with the segment-level information regularly provided to the CODM.
(1) "Employee related expenses" within research and development expenses excludes stock compensation expense.
(2) "Other expenses" within research and development expenses excludes depreciation expense.
(3) "General and administrative expenses" excludes stock compensation expense and depreciation expense.
4. 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
December 31, 2025:
Level 1
Level 2
Level 3
Total
(in thousands)
Assets
Cash equivalents:
Money market funds
Total cash equivalents
Investments:
U.S. treasury bills
U.S. agency securities
Total investments
Total assets
Liabilities
Contingent Milestone Payments
Total liabilities
Fair Value Measurements as of
December 31, 2024:
Level 1
Level 2
Level 3
Total
(in thousands)
Assets
Cash equivalents:
Money market funds
Total cash equivalents
Investments:
U.S. treasury bills
U.S. agency securities
Total investments
Total assets
Liabilities
Contingent Milestone Payments
Total liabilities
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 2021, the Company acquired ZebiAI.
Pursuant to the terms of the acquisition, the Company is liable for certain contingent consideration, including (a) up to $ 85.0 million in platform and program milestones ("Contingent Milestone Payments") and (b) up to $ 100.0 million in earnout payments ("Contingent Earnout Payments"), both payable to ZebiAI's former equity holders upon achievement.
The Company classified the Contingent Milestone Payments within Level 3 of the fair value hierarchy. Pursuant to ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480"), the Company has accounted for the Contingent Milestone Payments as a liability and remeasured the fair value at each reporting period based on the probability of achieving the milestones and timing. Significant judgment has been used in determining the underlying assumptions. In connection therewith, the liability was recorded at $ 0 on the consolidated balance sheet as of December 31, 2025.
The Company has not accounted for the Contingent Earnout Payments as derivatives under ASC Topic 815, Derivatives and Hedging ("ASC 815"). As such, they were only measured at fair value as of the acquisition date and have not been re-assessed at fair value as of each reporting period end. During the year ended December 31, 2024 , the contingency was resolved without the consideration becoming payable. Therefore, the liability was recorded at $ 0 on the consolidated balance sheet as of December 31, 2025.
The following table reconciles the change in the contingent consideration liability:
Year Ended December 31,
(in thousands)
Balance at beginning of period
Change in fair value of Contingent Milestone Payments
Change in carrying value of Contingent Earnout Payments
Common stock issued upon milestone achievement
5. Investments
The fair value of available-for-sale investments by type of security was as follows:
December 31, 2025
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
(in thousands)
Investments:
U.S. treasury bills
U.S. agency securities
Total investments with a maturity of one year or less
U.S. treasury bills
U.S. agency securities
Total investments with a maturity of one to two years
Total investments
December 31, 2024
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
(in thousands)
Investments:
U.S. treasury bills
U.S. agency securities
Total investments with a maturity of one year or less
U.S. treasury bills
U.S. agency securities
Total investments with a maturity of one to two years
Total investments
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:
December 31, 2025
Less than 12 Months
12 Months or Longer
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
(in thousands)
U.S. treasury bills
U.S. agency securities
Total
December 31, 2024
Less than 12 Months
12 Months or Longer
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
(in thousands)
U.S. treasury bills
U.S. agency securities
Total
As summarized in the tables immediately above, the Company held 8 and 58 debt securities that were in an unrealized loss position as of December 31, 2025 and 2024, respectively. The unrealized losses at December 31, 2025 and 2024 were attributable to changes in interest rates and the unrealized losses do not represent credit losses. The Company does not intend to sell such securities and it is not more likely than not that it will be required to sell them before recovery of their amortized cost basis.
6. Accrued Expenses
Accrued expenses consisted of the following:
December 31,
(in thousands)
External research and development costs
Consulting and professional services
Compensation costs
Other
Total accrued expenses
7. 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 December 31, 2025 , no dividends had been declared.
At-the-Market Offerings
In August 2021, the Company entered into a sales agreement (the "2021 Sales Agreement") with Cowen and Company, LLC ("Cowen"), pursuant to which the Company could 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 December 31, 2022, no shares of common stock had been sold under the 2021 Sales Agreement.
During the year ended December 31, 2023 , the Company sold 3,026,072 shares of common stock under the 2021 Sales Agreement at a weighted-average price of $ 10.26 per share. The Company received proceeds of $ 30.3 million therefrom, which were net of $ 0.8 million in commissions paid to Cowen and other offering expenses.
During the year ended December 31, 2024 , the Company sold 1,889,597 shares of common stock under the 2021 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 and other offering expenses.
In August 2024, the 2021 Sales Agreement was terminated by mutual agreement between the Company and Cowen. Separately, the Company entered into a new sales agreement (the "2024 Sales Agreement") with TD Securities (USA) LLC ("TD Securities"), pursuant to which the Company may offer and sell shares of its common stock having aggregate gross proceeds of up to $ 250.0 million from time to time in "at-the-market" offerings through TD Securities, as the Company’s sales agent.
As of December 31, 2025 , there were no sales of common stock under the 2024 Sales Agreement.
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 was net of $ 0.2 million in offering expenses.
Follow-On Offering
In September 2024, the Company completed a public offering of 32,857,143 shares of common stock at an offering price of $ 7.00 per share. The Company received proceeds of $ 218.2 million, which was net of $ 11.8 million in underwriting discounts and other expenses.
8. Stock Compensation
In 2016, the Company adopted the 2016 Stock Option and Grant Plan (the "2016 Stock Plan"). Subsequent to July 2020, no further awards have been granted under the 2016 Stock Plan and all equity-based awards have been and will continue to be granted under the 2020 Stock Option and Incentive Plan (the "2020 Stock Plan"). To the extent outstanding options granted under the 2016 Stock Plan are cancelled, forfeited, or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2016 Stock Plan, the number of shares underlying such awards will be available for future grant under the 2020 Stock Plan.
In 2020, the Company’s stockholders approved the 2020 Stock Plan. All of the Company’s employees, officers, directors, and consultants are eligible to be granted options, restricted stock units, and other stock-based awards under the terms of the 2020 Stock Plan, which originally provided for the issuance of up to 8,376,080 of stock-based awards. The 2020 Stock Plan is also subject to annual increases to be added on the first day of each fiscal year, commencing on January 1, 2021, equal to 5 % of the number of outstanding shares on the immediately preceding December 31 or such lesser number of shares approved by the Company’s board of directors or compensation committee of the board of directors. On January 1, 2025, the number of shares available for issuance under the 2020 Stock Plan was increased by 8,387,785 shares of common stock. There were 12,009,179 stock-based awards available for issuance at December 31, 2025 under the 2020 Stock Plan.
In 2020, the Company adopted an Employee Stock Purchase Plan ("ESPP") that permits eligible employees to enroll in six-month offering periods. Participants may purchase shares of the Company’s common stock, through after-tax payroll deductions, at a price equal to 85 % of the fair market value of the common stock on the first or last day of the applicable six-month offering period, whichever is lower. Purchase dates under the ESPP occur on or about June 30 and December 31 each year. The Company’s stockholders originally authorized 1,092,532 shares for issuance pursuant to the ESPP, which is subject to annual increases to be added on the first day of each fiscal year, commencing on January 1, 2021, equal to the lesser of 2,185,064 shares of the Company’s common stock, 1 % of the number of outstanding shares on the immediately preceding December 31, or an amount determined by the Company’s board of directors. On January 1, 2025, the number of shares available for issuance under the ESPP was increased by 1,677,557 shares of common stock. There were 6,157,661 shares available for issuance at December 31, 2025 under the ESPP.
In connection with all stock-based payments, total stock compensation expense recognized was as follows:
Year Ended December 31,
(in thousands)
Research and development expenses
General and administrative expenses
Time-Based Stock Options
The Company has historically granted stock options to employees, directors, and consultants with vesting subject to continued service over time. Accordingly, stock compensation expense for such awards is recognized using a straight-line attribution model over the vesting term.
The following table summarizes activity for time-based stock options for the year ended December 31, 2025:
Number of
Stock Options
Weighted-Average
Exercise Price
Weighted-Average
Remaining Term
(in Years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding at December 31, 2024
Granted
Exercised
Cancelled
Outstanding at December 31, 2025
Vested at December 31, 2025
Unvested at December 31, 2025
The total intrinsic value of time-based stock options exercised was $ 0.3 million, $ 6.7 million, and $ 4.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The fair value of each time-based stock option granted is estimated on the grant date using the Black-Scholes option pricing model, pursuant to which the weighted-average grant date fair values were $ 3.09 , $ 4.87 , and $ 12.83 during the years ended December 31, 2025, 2024, and 2023, respectively.
The following table summarizes the assumptions used in calculating the fair value of the time-based stock options granted:
Year Ended December 31,
Expected term (in years)
Risk-free interest rate
Expected volatility
Expected dividend yield
The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data as a public company to provide a reasonable basis upon which to estimate the expected term for time-based stock options granted. The expected term is applied to the group of time-based stock option grants as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior amongst the Company’s employees, directors, and consultants. The risk-free interest rate is based on a U.S. treasury instrument, whose term is consistent with the expected term of the time-based stock options. The Company’s assumption for volatility is based on historical volatility of (a) the Company's stock price on the Nasdaq Global Market and (b) a group of peer companies with similar characteristics to the Company and who have similar risk profiles and positions within the industry. The Company has not historically issued dividends and, therefore, estimates none in calculating the grant date fair value of time-based stock options.
As of December 31, 2025 , the total unrecognized stock compensation related to unvested time-based stock options was $ 27.6 million, which the Company expects to recognize over a weighted-average period of approximately 1.27 years.
Performance-Based Stock Options
In prior years, the Company granted options to certain employees with vesting subject to achievement of certain performance conditions, as well as continued service over time. Specifically, commencement of vesting was contingent on achievement of various goals over specified periods, subject to approval by either the Company’s Board of Directors or President and Chief Executive Officer.
For the performance-based stock options, the Company applied variable accounting until the performance criteria were determined to be achieved, at which time vesting commenced over contractual service periods. Furthermore, because (a) the awards were authorized prior to the accounting grant date pursuant to ASC Topic 718, Stock Compensation ("ASC 718"), (b) the recipients were providing service prior to the accounting grant date, and (c) there were performance conditions that, if not met by the accounting grant date, would have resulted in the forfeiture of the award, the service inception dates preceded the accounting grant dates. Ultimately, the stock compensation expense for the options was determined based on the fair value of the awards on the accounting grant dates, which was then recognized using an accelerated attribution model over the vesting term commencing upon the actual or expected accounting grant dates.
For the performance-based stock options granted in prior years, all performance conditions were resolved in prior years and the grant dates were set prior to December 31, 2025.
The following table summarizes activity for performance-based stock options for the year ended December 31, 2025:
Number of
Stock Options
Weighted-Average
Exercise Price
Weighted-Average
Remaining Term
(in Years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding at December 31, 2024
Exercised
Cancelled
Outstanding at December 31, 2025
Vested at December 31, 2025
The total intrinsic value of performance-based stock options exercised was $ 0.1 million, $ 0.1 million, and $ 0.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The fair value of each performance-based stock option granted in prior years was estimated on the accounting grant date, or at the end of each reporting period if variable accounting was applied, using the Black-Scholes option-pricing model. There were no performance-based stock options granted during the years ended December 31, 2025, 2024, and 2023.
As of December 31, 2025 , the total unrecognized stock compensation related to unvested performance-based stock options was $ 0 .
Time-Based RSUs
The Company has historically granted RSUs to employees, directors, and consultants with vesting subject to continued service over time. Accordingly, stock compensation expense for such awards is recognized using a straight-line attribution model over the vesting term. The fair value of each time-based RSU is based on the closing price of the Company’s common stock on the date of grant.
The following table summarizes activity for time-based RSUs for the year ended December 31, 2025:
Number of Shares Underlying RSUs
Weighted-Average
Grant Date
Fair Value
Unvested at December 31, 2024
Granted
Vested
Cancelled
Unvested at December 31, 2025
The fair value of time-based RSUs vested during the year ended December 31, 2025 was $ 18.1 million.
As of December 31, 2025 , the total unrecognized compensation related to unvested time-based RSUs granted was $ 13.3 million, which the Company expects to recognize over a weighted-average period of approximately 1.03 years.
Performance-Based RSUs
Besides the 2023 Market-Based Awards, as defined below, the Company had only granted time-based RSUs to employees, directors, and consultants, as summarized above, prior to the year ended December 31, 2024. During the year ended December 31, 2024, the Company granted RSUs to certain employees with vesting subject to achievement of certain performance conditions, as well as continued service over time. Specifically, commencement of vesting was contingent on achievement of various goals over specified periods, subject to approval by either the Company's Board of Directors or Compensation Committee of the Board of Directors.
There were no other grants of similar awards during the year ended December 31, 2025.
For the performance-based RSUs, the Company applied variable accounting until the performance criteria were determined to be achieved, at which time vesting commenced over contractual service periods. Furthermore, because (a) the awards were authorized prior to the accounting grant date pursuant to ASC 718, (b) the recipients were providing service prior to the accounting grant date, and (c) there were performance conditions that, if not met by the accounting grant date, would have resulted in the forfeiture of the award, the service inception dates preceded the accounting grant dates. Ultimately, the stock compensation expense for the RSUs was determined based on the fair value of the awards on the accounting grant dates, which is then being recognized using an accelerated attribution model over the vesting term commencing upon the actual or expected accounting grant dates.
For the performance-based RSUs granted during the year ended December 31, 2024, the performance conditions were resolved during the year ended December 31, 2025 and, therefore, the accounting grant dates were set prior to December 31, 2025.
The following table summarizes activity for performance-based RSUs for the year ended December 31, 2025:
Number of Shares Underlying RSUs
Weighted-Average
Grant Date
Fair Value
Unvested at December 31, 2024
Vested
Cancelled
Unvested at December 31, 2025
The fair value of performance-based RSUs vested during the year ended December 31, 2025 was $ 5.7 million.
As of December 31, 2025 , the total unrecognized compensation related to unvested performance-based RSUs granted was $ 0.1 million, which the Company expects to recognize during the three months ending March 31, 2026.
Market-Based Awards
During the year ended December 31, 2023 , the Company granted 1,512,820 stock options and 405,770 RSUs to certain employees, with vesting over three years of continued service and contingent upon achievement of certain market conditions ("2023 Market-Based Awards"). The Company measured the fair value of the 2023 Market-Based Awards on the grant date using a Monte Carlo Simulation, incorporating various option pricing inputs. Ultimately, the fair value of the 2023 Market-Based Awards was estimated as $ 12.53 per share for the stock 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 pursuant to the accelerated attribution method over the requisite service period of three years , regardless of whether the market conditions have been achieved. The impact of forfeitures, if any, will be recognized upon occurrence.
There were no other grants of similar awards during the years ended December 31, 2025 and 2024.
As of December 31, 2025 , the market conditions underlying the 2023 Market-Based Awards had not been achieved and, therefore, none had vested. In connection therewith, none of the options were exercised and none of the RSUs were released through December 31, 2025. As of December 31, 2025 , 211,420 options and 105,910 RSUs from the Market-Based Awards had been cancelled.
As of December 31, 2025 , the total unrecognized compensation related to unvested market-based awards granted was $ 0.1 million, which the Company expects to recognize during the three months ending March 31, 2026.
Employee Stock Purchase Plan
The following table summarizes activity under the Company's ESPP during the years ended December 31, 2025, 2024, and 2023, including (a) after-tax contributions from employees, (b) shares purchased, and (c) weighted-average assumptions used in the Black-Scholes option pricing model to estimate the fair value of the option component of the shares purchased.
Year Ended December 31,
After-tax contributions (in thousands)
Shares of common stock purchased
Expected term (in years)
Risk-free interest rate
Expected volatility
Expected dividend yield
As of December 31, 2025 , there was no unrecognized stock compensation expense related to ESPP, since the purchase for the offering period between July 1, 2025 and December 31, 2025 was transacted on December 31, 2025 .
9. Net Loss per Share
The following table summarizes the computation of basic and diluted net loss per share of the Company:
Year Ended December 31,
(in thousands, except share and per share data)
Net loss
Net loss per share, basic and diluted
Weighted average shares of common stock, basic and diluted
For the years ended December 31, 2025, 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 years ended December 31, 2025, 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.
Year Ended December 31,
Options outstanding to purchase common stock
Unvested and outstanding restricted stock units
Common stock issued upon milestone achievement
The amounts included in the table above for options and RSUs are presented based on amounts outstanding at each period end.
The amounts included in the table above for common stock issued upon milestone achievement are presented based on the weighted-average anti-dilutive effect from shares issued in connection with Contingent Milestone Payments in each of the periods presented.
10. Collaboration and License Agreements
Genentech, Inc.
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).
Effective as of January 7, 2025 (the "Termination Date"), Genentech elected to terminate the Genentech Agreement without cause. As a result of the termination of the Genentech Agreement, the Company is not entitled to receive any further milestones or other payments due after the Termination Date. The parties ceased to have any development or commercialization obligations after the Termination Date and the licenses the Company granted to Genentech pursuant to the Genentech Agreement ceased to be in effect as of the Termination Date.
Through the Termination Date, consideration under the Genentech Agreement totaled $ 121.8 million.
During the years ended December 31, 2025, 2024, and 2023 , the Company recognized $ 0 , $ 10.0 million, and $ 25.5 million, respectively, of revenue from the Genentech Agreement.
Elevar Therapeutics, Inc.
In December 2024, the Company and Elevar Therapeutics, Inc. ("Elevar") entered into the Exclusive License Agreement (as amended from time to time, the "Elevar Agreement"), pursuant to which Elevar was granted exclusive global development and commercialization rights for lirafugratinib (RLY-4008), the Company's selective oral small molecule inhibitor of fibroblast growth factor receptor 2 ("FGFR2"). Upon execution of the Elevar Agreement, Elevar is responsible for all further development activities and global commercialization for lirafugratinib in FGFR2-driven cholangiocarcinoma and FGFR2-altered other solid tumors.
As of December 31, 2025 , consideration under the Elevar Agreement totaled $ 15.4 million, consisting of:
$ 5.0 million upon execution;
$ 3.4 million upon transfer of active pharmaceutical ingredient and other materials; and
$ 7.0 million in milestone payments.
The Company is also eligible to receive up to $ 488.0 million in regulatory and commercial milestone payments, as well as tiered royalties.
Accounting Analysis
Identification of the Contract
The Company concluded Elevar was a customer and, as such, the Elevar Agreement was within the scope of ASC 606.
Identification of Performance Obligations
At commencement of the Elevar Agreement, the Company identified the following performance obligations:
License to develop and commercialize lirafugratinib and the related know-how; and
Transfer of active pharmaceutical ingredient and other materials related to lirafugratinib.
Determination of Transaction Price
As of December 31, 2025 , the transaction price for the Elevar Agreement was $ 15.4 million, which included the payments noted above. In connection therewith, certain milestone payments and royalties were excluded from the transaction price as of December 31, 2025, because such payments were variable consideration fully constrained. As part of management’s evaluation of the constraint, the Company considered numerous factors, including consideration of the fact that achievement of the milestones is outside of the Company’s control, contingent upon Elevar's efforts, the receipt of regulatory approval, and subject to scientific risks of success.
Allocation of Transaction Price to Performance Obligations
The Company allocated the transaction price of $ 15.4 million to each performance obligation using estimates of their stand-alone selling prices ("SSP"). However, the estimates had no impact on the Company's consolidated financial statements through December 31, 2025, since each performance obligation was completed in the year ended December 31, 2025, as noted below.
Recognition of Revenue
During the year ended December 31, 2024 , the Company recognized $ 0 in revenue from the Elevar Agreement, since none of the performance obligations thereunder were completed as of December 31, 2024.
During the year ended December 31, 2025 , the Company recognized $ 15.4 million in revenue from the Elevar Agreement, specifically in connection with the completion of each of the Company's performance obligations thereunder in the current period , as well as receipt of certain milestone payments.
11. Commitments and Contingencies
Intellectual Property License
The Company has a Collaboration and License Agreement with D. E. Shaw Research, LLC ("D. E. Shaw Research"), pursuant to which the Company and D.E. Shaw Research jointly conducted research efforts with the goal of identifying and developing product candidates (as amended from time to time, the “DESRES Agreement”). The initial research term of the DESRES Agreement expired on August 16, 2025. The DESRES Agreement continues on a target-by-target basis until all payment obligations have expired.
The Company paid an annual collaboration fee of $ 9.9 million during the initial research term from 2021 to 2025. The Company is also obligated to pay development milestone payments under the terms of the DESRES Agreement up to $ 7.3 million per target, plus sales milestones and royalties, upon the achievement of certain specified contingent events. Such payments for achievement of development and regulatory milestones total up to $ 7.3 million in the aggregate for each of the first three products the Company develops and up to $ 6.3 million, in the aggregate, for each product the Company develops thereafter. The Company assessed the milestone events and royalties under the DESRES Agreement as of December 31, 2025 and 2024, concluding certain milestone payments were triggered as of December 31, 2025 and subsequently paid in January 2026 and no such payments were due as of December 31, 2024.
For the years ended December 31, 2025, 2024, and 2023 , the Company recorded research and development expenses of $ 9.3 million, $ 9.7 million, and $ 9.5 million, respectively, under the DESRES Agreement on its consolidated statements of operations.
As of December 31, 2025 and 2024 , the Company had prepaid balances of $ 0 and $ 5.9 million, respectively, under the DESRES Agreement on its consolidated balance sheets.
As of December 31, 2025 and 2024 , the Company had accrued expense and accounts payable balances of $ 0.6 million and $ 0.1 million, respectively, under the DESRES Agreement on its consolidated balance sheets.
Other Research 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.
12. Operating Leases
399 Binney Street
In December 2017, the Company executed an operating lease agreement for 44,336 square feet of office and laboratory space at 399 Binney Street, Cambridge, Massachusetts, which was increased to 44,807 square feet in January 2018 ("399 Binney Street"). Pursuant to the terms of the operating lease agreement, as further amended in November 2019 and September 2020, the operating lease for 399 Binney Street was previously scheduled to expire on April 30, 2029 .
On June 3, 2025, the Company and ARE MA Region No. 58 LLC ("399 Binney Street Landlord") executed another amendment to the operating lease for 399 Binney Street, as amended, pursuant to which termination was accelerated to July 3, 2025. The Company continued to be responsible for rent and other obligations under the operating lease for 399 Binney Street, as amended, through July 3, 2025, at which point such obligations ceased and the operating lease was terminated . In consideration for entry into the amendment on June 3, 2025, the Company also paid the 399 Binney Street Landlord a termination payment of $ 2.5 million (the "Termination Payment").
Although the Company was obligated to pay rent for the leased premises at 399 Binney Street through July 3, 2025 and the accelerated termination date was July 3, 2025, as agreed between Company and the 399 Binney Street Landlord, the Company had committed to terminating the operating lease for 399 Binney Street, as amended, as of June 3, 2025. Furthermore, the Company's access to the premises was also terminated as of June 3, 2025. Therefore, the Company accounted for termination of the operating lease at 399 Binney Street, as amended, during the three months ended June 30, 2025. In connection therewith, the Company removed the operating lease assets and liabilities from its consolidated balance sheet as of termination, or June 3, 2025, and also recognized the impact of the Termination Payment at such time.
The following table summarizes the adjustments above and reconciles to the net amount as of June 3, 2025:
June 3, 2025
(in thousands)
Assets:
Operating lease assets
Liabilities:
Operating lease liabilities
Operating lease liabilities, net of current portion
Total operating lease liabilities
Other:
Termination Payment
Net:
Carryover
In the table above, the net amount of $ 0.5 million was recorded as an addition to the operating lease asset upon commencement of the operating lease for Building 300 at One Kendall Square, Cambridge, MA ("300 OKS"), as described below, during the year ended December 31, 2025. The amount is expected to be amortized as rent expense over the term of the operating lease at 300 OKS.
The following table summarizes the effect of lease costs for the operating lease at 399 Binney Street on the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023:
Year Ended December 31,
(in thousands)
Research and development expenses
General and administrative expenses
The Company made cash payments of $ 2.2 million, $ 4.4 million, and $ 4.3 million under the operating lease agreement for 399 Binney Street during the years ended December 31, 2025, 2024, and 2023, respectively.
Building 300 at One Kendall Square
On June 3, 2025, the Company executed an operating lease agreement for 300 OKS with ARE MA Region No. 59 LLC ("300 OKS Landlord"), an affiliate of the 399 Binney Street Landlord. Pursuant to the terms of the operating lease agreement, the Company agreed to lease 12,190 square feet of office space through February 28, 2030. In consideration for entry into the operating lease agreement, the Company also paid the 300 OKS Landlord a relocation payment of $ 3.5 million (the "Relocation Payment").
Although the Company was only obligated to start paying rent under the operating lease agreement at 300 OKS on July 3, 2025, the Company could physically access and benefit from the space upon lease execution on June 3, 2025. Therefore, the Company recorded an operating lease asset and liability during the three months ended June 30, 2025, which included $ 0.5 million from the net impact of
terminating the lease at 399 Binney Street, as amended, on June 3, 2025. The operating lease agreement for 300 OKS expires in February 2030 with no renewal options.
The following table summarizes the presentation of amounts recorded on the Company’s consolidated balance sheets for the operating lease at 300 OKS as of December 31, 2025 and 2024.
December 31, 2025
December 31, 2024
(in thousands)
Assets:
Operating lease assets
Liabilities:
Operating lease liabilities
Operating lease liabilities, net of current portion
Total operating lease liabilities
The following table summarizes the effect of lease costs for the operating lease at 300 OKS on the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023:
Year Ended December 31,
(in thousands)
Research and development expenses
General and administrative expenses
The Company made cash payments of $ 4.0 million, $ 0 , and $ 0 under the operating lease agreement for 300 OKS during the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, the minimum lease payments for the Company’s operating lease at 300 OKS for the next five years and thereafter are expected to be as follows:
Year Ending December 31,
Amount (in thousands)
Thereafter
Total lease payments
Less: interest
Present value of operating lease liabilities
The remaining lease term and discount rate of the Company's operating lease at 300 OKS were 4.16 years and 10.0 %, respectively, at December 31, 2025.
60 Hampshire Street
In May 2021, the Company executed an operating lease agreement for 41,474 square feet of office and laboratory space at 60 Hampshire Street, Cambridge, Massachusetts ("60 Hampshire Street"). The Company gained control of the leased space in July 2022 and, accordingly, recorded an operating lease right-of-use asset and liability at such time. The operating lease expires in June 2032 with no renewal options.
The following table summarizes the presentation of amounts recorded on the Company’s consolidated balance sheets for the operating lease at 60 Hampshire Street as of December 31, 2025 and 2024:
December 31, 2025
December 31, 2024
(in thousands)
Assets:
Operating lease assets
Liabilities:
Current operating lease liabilities
Operating lease liabilities, net of current portion
Total operating lease liabilities
The following table summarizes the effect of lease costs for the operating lease at 60 Hampshire Street on the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023:
Year Ended December 31,
(in thousands)
Research and development expenses
General and administrative expenses
The Company made cash payments of $ 5.3 million, $ 5.1 million, and $ 5.0 million under the operating lease agreement for 60 Hampshire Street during the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, the minimum lease payments for the Company’s operating lease at 60 Hampshire Street for the next five years and thereafter are expected to be as follows:
Year Ending December 31,
Amount (in thousands)
Thereafter
Total lease payments
Less: interest
Present value of operating lease liabilities
The remaining lease term and discount rate of the Company's operating lease at 60 Hampshire Street were 6.50 years and 8.0 %, respectively, at December 31, 2025.
The remaining lease term and discount rate of the Company's operating lease at 60 Hampshire Street were 7.50 years and 8.0 %, respectively, at December 31, 2024 .
13. Income Taxes
During the years ended December 31, 2025, 2024, and 2023 , the Company recorded no income tax benefits due to losses incurred and the uncertainty of future taxable income.
A reconciliation of the expected income tax (benefit) computed using the U.S. Federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2025, 2024, and 2023:
December 31,
Amount
(in thousands)
Percentage
Amount
(in thousands)
Percentage
Amount
(in thousands)
Percentage
U.S. federal statutory tax rate
State taxes, net of federal taxes
Tax credits:
Research and development
Orphan drug
Change in valuation allowance
Nontaxable or nondeductible items
Stock compensation
Other
Effective tax rate
For the years ended December 31, 2025, 2024, and 2023, taxes in California comprised the majority of state taxes, net of federal taxes.
The Company’s deferred tax assets and liabilities at December 31, 2025 and 2024, consist of the following:
December 31,
(in thousands)
Deferred tax assets:
Net operating losses
Tax credit carryforwards
Capitalized R&D
Lease liability
Stock compensation
Intangibles
Depreciation and amortization
Other
Total gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities
Operating lease assets
Total deferred tax liabilities
The Company has incurred net operating losses ("NOLs") since inception. As of December 31, 2025 and 2024 , the Company had federal NOL carryforwards of $ 923.9 million and $ 596.3 million, respectively, available to reduce federal taxable income, of which $ 43.1 million begin to expire in 2035 and $ 880.8 million do not expire. The Company also had state NOL carryforwards of $ 625.6 million and $ 625.2 million as of December 31, 2025 and 2024 , respectively, available to reduce state taxable income, which begin to expire in 2035 .
As of December 31, 2025 and 2024 , the Company also had available federal research and development tax credit carryforwards of $ 55.9 million and $ 47.5 million, respectively, available to reduce federal tax liabilities, which begin to expire in 2035 .
As of December 31, 2025 and 2024 , the Company also had available state research and development tax credit carryforwards of $ 29.9 million and $ 27.0 million, respectively, available to reduce state tax liabilities, which being to expire in 2030 .
As of December 31, 2025 and 2024 , the Company also had available federal orphan drug tax credit carryforwards of $ 17.0 million and $ 19.5 million, respectively, available to reduce federal tax liabilities, which begin to expire in 2042 .
Utilization of NOL and research and development credit carryforwards may generally be subject to limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 ("Sections 382 and 383") due to ownership changes that have occurred previously or could occur in the future. Such ownership changes may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset any post-ownership change in taxable income and tax, respectively. The most recent Section 382 study was performed by the Company up to December 31, 2025, through which it was noted that a historic ownership change has likely occurred. Nonetheless, the Company has concluded that, as of December 31, 2025, the prospective utilization of NOL and research and development credit carryforwards from inception through December 31, 2025 (and, therefore, the corresponding federal and state deferred tax assets) should not be restricted by Sections 382 and 383, although ownership changes after December 31, 2025 could impact the Company’s ability to utilize such tax attributes in the future.
The Company recorded a valuation allowance against its deferred tax assets for the years ended December 31, 2025 and 2024 , because the Company’s management believes it is more likely than not that such assets will not be realized. The valuation allowance increased by $ 48.6 million and $ 132.1 million for the years ended December 31, 2025 and 2024, respectively, primarily as a result of operating losses generated with no corresponding financial statement benefit.
The Company had no unrecognized tax benefits as of December 31, 2025 and 2024.
The Company files tax returns, as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from inception to the present.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted in the U.S. The OBBB includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act ("TCJA") and restoration of favorable tax treatment for certain business provisions including the expensing of domestic research and development expenditures. The OBBB did not have a material impact on the Company's consolidated financial statements or footnotes.
14. Employee Benefits
In 2016, the Company established a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the "401(k) Plan"). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company made matching contributions to the 401(k) Plan of $ 1.9 million, $ 2.4 million, and $ 2.6 million for the years ended December 31, 2025, 2024, and 2023 , respectively.
15. Subsequent Events
In preparing the consolidated financial statements as of December 31, 2025 , the Company evaluated subsequent events for recognition and measurement through the filing date of this Annual Report on Form 10-K. The Company concluded no events or transactions have occurred that require disclosure in the accompanying consolidated financial statements, except as otherwise included in the notes above.
EXHIBIT INDEX
Exhibit
Number
Description
Agreement and Plan of Merger dated April 15, 2021 by and among the Registrant, Elixir Merger Sub I, Inc., Elixir Merger Sub II, LLC, ZebiAI Therapeutics, Inc., and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No. 001-39385) filed on April 16, 2021).
Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-K (File No. 001-39385) filed on February 23, 2023).
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-39385) filed on July 21, 2020).
Specimen stock certificate evidencing the shares of common stock (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1/A (File No. 333-239412) filed on July 9, 2020).
Description of Securities (incorporated by reference to Exhibit 4.2 to the Registrant's Form 10-K (File No. 001-39385) filed on February 22, 2024).
2016 Stock Option and Grant Plan, and form of award agreements thereunder (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-239412) filed on June 24, 2020).
2020 Stock Option and Incentive Plan, and form of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K (File No. 001-39385) filed on February 24, 2022).
2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1/A (File No. 333-239412) filed on July 9, 2020).
Senior Executive Cash Bonus Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1 (File No. 333-239412) filed on June 24, 2020).
Amended and Restated Non-Employee Director Compensation Policy, effective as of May 8, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (File No. 001-39385) filed on August 7, 2025).
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1 (File No. 333-239412) filed on June 24, 2020).
Form of Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1/A (File No. 333-239412) filed on July 9, 2020).
Amended and Restated Employment Agreement, by and between the Registrant and Sanjiv K. Patel dated March 25, 2020 (incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form S-1 (File No. 333-239412) filed on June 24, 2020).
Amended and Restated Collaboration and License Agreement, by and between the Registrant and D. E. Shaw Research, LLC, dated June 15, 2020 (incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 (File No. 333-239412) filed on June 24, 2020).
Amendment No. AR1 to Amended and Restated Collaboration and License Agreement, by and between the Registrant and D. E. Shaw Research, LLC, dated February 4, 2021 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-255583) filed with the SEC on April 28, 2021).
Amendment No. AR2 to Amended and Restated Collaboration and License Agreement, by and between the Registrant and D. E. Shaw Research, LLC, dated May 12, 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q (File No. 001-39385) filed on May 13, 2021).
Amendment No. AR3 to Amended and Restated Collaboration and License Agreement, by and between the Registrant and D.E. Shaw Research, LLC, dated January 27, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q (File No. 001-39385) filed on May 5, 2022).
Amendment No. AR4 to Amended and Restated Collaboration and License Agreement, by and between the Registrant and D.E. Shaw Research, LLC, dated March 22, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (File No. 001-39385) filed on August 8, 2023).
Amendment No. AR5 to Amended and Restated Collaboration and License Agreement, by and between the Registrant and D.E. Shaw Research, LLC, dated August 4, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (File No. 001-39385) filed on November 2, 2023).
Registration Rights Agreement by and between the Registrant and the stockholders of ZebiAI Therapeutics, Inc. dated April 22, 2021 (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-255583) filed on April 28, 2021).
Lease by and between the Registrant and BMR-Hampshire, LLC, dated May 26, 2021 (incorporated by reference to Exhibit 10.5 of the Registrant’s Form 10-Q (File No. 001-39385) filed on August 12, 2021).
Registrant's Insider Trading Policy, dated December 13, 2024 (incorporated by reference to Exhibit 19.1 of the Registrant’s Form 10-K (File No. 001-39385) filed on February 26, 2025).
List of Subsidiaries of Registrant.
Consent of Ernst & Young LLP, independent registered public accounting firm.
Power of Attorney (included on signature page).
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Registrant's Compensation Recovery Policy, adopted as of September 29, 2023 (incorporated by reference to Exhibit 97.1 of the Registrant’s Form 10-K (File No. 001-39385) filed on February 22, 2024).
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of Item 601(b)(10) of Regulation S-K.
# Indicates a management contract or any compensatory plan, contract or arrangement.
SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
Relay Therapeutics, Inc.
Date: February 26, 2026
/s/ Sanjiv K. Patel
Sanjiv K. Patel, M.D.
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTO RNEY AND SIGNATURES
Each person whose individual signature appears below hereby authorizes and appoints Sanjiv K. Patel, M.D. and Soo-Yeun Lim, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Sanjiv K. Patel
President, Chief Executive Officer and Director
February 26, 2026
Sanjiv K. Patel, M.D.
(Principal Executive Officer)
/s/ Thomas Catinazzo
Chief Financial Officer
February 26, 2026
Thomas Catinazzo
(Principal Accounting Officer and
Principal Financial Officer)
/s/ Alexis Borisy
Director
February 26, 2026
Alexis Borisy
/s/ Linda A. Hill
Director
February 26, 2026
Linda A. Hill, Ph.D.
/s/ Douglas S. Ingram
Director
February 26, 2026
Douglas S. Ingram
/s/ Sekar Kathiresan
Director
February 26, 2026
Sekar Kathiresan, M.D.
/s/ Mark Murcko
Director
February 26, 2026
Mark Murcko, Ph.D.
/s/ Claire Mazumdar
Director
February 26, 2026
Claire Mazumdar
/s/ Habib Dable
Director
February 26, 2026
Habib Dable
/s/ Lonnel Coats
Director
February 26, 2026
Lonnel Coats
