Item 1.01 Entry into a Material Definitive Agreement.

On September 12, 2022, Relay Therapeutics, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Cowen and Company, LLC, as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the "Underwriters"), relating to an underwritten public offering (the "Offering") of 11,320,755 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), at a price to the public of $26.50 per share. The Company granted the Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 1,698,113 shares of Common Stock. The Company estimates net proceeds from the Offering, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $284.5 million, excluding any exercise of the Underwriters' option to purchase additional shares. The Offering is expected to close on September 15, 2022, subject to customary closing conditions.

The Company made customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Offering was made pursuant to the Company's effective shelf registration statement on Form S-3ASR (File No. 333- 258768), including the prospectus dated August 12, 2021, as supplemented by a prospectus supplement dated September 12, 2022. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Common Stock.

The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in this Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On September 12, 2022, the Company announced the launch of the Offering and the pricing of the Offering. Copies of these press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the Offering. The words "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "expect," "estimate," "seek," "predict," "future," "project," "potential," "continue," "target" and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements, such as those related to the anticipated closing of the Offering, are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith, including, without limitation, uncertainties related to market conditions and the completion of the Offering on the anticipated terms or at all. These and other risks and uncertainties are described in greater detail in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as well as any subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent the Company's views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Item 9.01 Exhibits.

(d) Exhibits



1.1      Underwriting Agreement, dated as of September 12, 2022, by and among
       the Company, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and
       Cowen and Company, LLC, as representatives of the several Underwriters
       listed on Schedule 1 thereto  .
5.1      Opinion of Goodwin Procter LLP regarding the issue of Common Stock
       being registered.
23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1     Press release for the launch of the Offering issued by the Company on
       September 12, 2022.
99.2     Press release for the pricing of the Offering issued by the Company on
       September 12, 2022.
104    Cover Page Interactive Data File (embedded within Inline XBRL document).

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