aibioRelay Therapeutics holders approve raising authorized shares to 450,000,000
Tickers RLAY
Common stock authorized rises from 300,000,000 shares. Relay filed the amendment in Delaware on June 9, 2026.
Key facts
- Company
- Relay Therapeutics, Inc. (NASDAQ: RLAY)
- News type
- Listings
- Primary source
- Relay Therapeutics, Inc. 8-K (2026-06-09)
The amendment
Relay Therapeutics, Inc. (RLAY) reported in a Form 8-K that stockholders approved an amendment to its charter that raises the number of authorized shares of common stock from 300,000,000 to 450,000,000. The vote came at the 2026 Annual Meeting on June 9, 2026, and the company filed a Certificate of Second Amendment to its Fourth Amended and Restated Certificate of Incorporation with the Delaware Secretary of State the same day. The filing, made under Item 5.03, attaches the certificate as Exhibit 3.1.
Authorized shares are the ceiling on how many shares a company may issue without another vote. The 8-K says the increase was approved by holders of a majority of the votes cast on the matter. On Proposal 4, 170,323,683 votes were cast for, 909,020 against and 23,821 abstained, with no broker non-votes. The 8-K does not say why the company wants the added shares, whether it has a financing or acquisition in mind, or how many of the 300,000,000 authorized shares are now outstanding.
The rest of the vote
Stockholders elected two class III directors to serve until the 2029 annual meeting. Douglas S. Ingram received 120,859,999 votes for and 26,195,825 withheld. Claire Mazumdar, Ph.D., received 122,859,060 for and 24,196,764 withheld. Broker non-votes were 24,200,700 for each nominee.
Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 143,849,919 votes for, 3,154,118 against and 51,787 abstaining. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 171,030,133 votes for, 204,449 against and 21,942 abstaining. The proposals are described in a definitive proxy statement filed April 28, 2026. Soo-Yeun Lim, the general counsel, signed the 8-K.
What the company has said about its finances
The annual report for 2025, filed February 26, 2026, shows revenue of $15.4 million, up from $10.0 million in 2024. Relay reported a net loss of $276.5 million, against a net loss of $337.7 million a year earlier. It used $235.5 million in operations, compared with $249.1 million. The 8-K does not give the current cash balance or link the share increase to those figures.
The risks the company lists
The annual report's risk summary explains why a company like Relay might want room to issue shares. Relay says it is a biopharmaceutical company with a limited operating history, has incurred significant operating losses since its inception and expects continued losses for the foreseeable future. It says it has no products approved for commercial sale and has not generated any revenue from product sales. It states plainly that it will need to raise substantial additional funding, and that if it cannot raise capital when needed it would be forced to delay, reduce or eliminate some product development programs or commercialization efforts.
The same summary says Relay has never successfully completed any large-scale, pivotal clinical trials and may be unable to do so for any product candidates it develops. It warns that positive data from preclinical or early clinical studies are not necessarily predictive of later results, that trials could reveal significant adverse events, and that it faces substantial competition and relies on third parties to run its trials.
What comes next
The charter, as amended on June 9, 2026, now authorizes up to 450,000,000 shares of common stock. The 8-K names no planned use for the added shares and gives no date for any share sale.