United States securities and exchange commission logo
July 13, 2020
Sanjiv K. Patel, M.D.
President and Chief Executive Officer
Relay Therapeutics, Inc.
399 Binney Street, 2nd Floor
Cambridge, MA 02139
Re: Relay Therapeutics,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 9, 2020
File No. 333-239412
Dear Dr. Patel:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
8, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 9, 2020
RLY-4008, a selective inhibitor of FGFR2 , page 113
1. We note your response
to comment 1 and your statement that you have removed any
references to these
comparisons. However, we note comparisons of RLY-4008 in pre-
clinical models to
other approved drugs or FGFR inhibitors in development on pages 116-
121 (e.g., figures 18,
19, 20, 21 and 23) without additional disclosure that provides
appropriate context for
investors, e.g., as a non-exhaustive list, discussion that highlights
the early stage nature
of your RLY-4008 program, differing dosages and patient
populations and, as
referenced in your response, that you will need to generate the bulk of
the clinical data
necessary to support marketing approval. Please revise your disclosure to
include appropriate
context for these comparisons or remove them.
Sanjiv K. Patel, M.D.
Relay Therapeutics, Inc.
July 13, 2020
Page 2
Notes to Consolidated Financial Statements
7. Convertible Preferred Stock
Conversion, page F-20
2. Please confirm whether the mandatory conversion of your Series A and
Series B
convertible preferred stock is subject to the minimum per share price of
$22.80 in the
closing of a firm commitment underwritten public offering. If so, please
explain to us
your assumption of automatic conversion given that your proposed offering
price range is
below that amount.
3. Please revise your disclosure of the conversion ratio of your preferred
stock to reflect the
reverse stock split.
You may contact Rolf Sundwall at 202-551-3105 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Christine Westbrook at 202-551-5019
with any other
questions.
Sincerely,
FirstName LastNameSanjiv K. Patel, M.D.
Division of
Corporation Finance
Comapany NameRelay Therapeutics, Inc.
Office of Life
Sciences
July 13, 2020 Page 2
cc: Gabriela Morales-Rivera, Esq.
FirstName LastName
