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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ΤΟ Commission File Number : 001-39385 RELAY THERAPEUTICS , INC . ( Exact name of Registrant as specified in its Charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 399 Binney Street , 2nd Floor Cambridge , MA ( Address of principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : 0 Registrant's telephone number , including area code : ( 617 ) 370-8837 Trading Symbol ( s ) RLAY 47-3923475 ( I.R.S. Employer Identification No. ) 02139 ( Zip Code ) Title of each class Common Stock , par value $ 0.001 per share Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES NO " Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . YES NO Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES > NO Name of each exchange on which registered Nasdaq Global Market Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . YES > NO □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer The number of shares of Registrant's Common Stock outstanding as of March 23 , 2021 was 90,399,972 . Accelerated filer Smaller reporting company Emerging growth company П If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . □ Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES NO The aggregate market value of the Registrant's common stock held by non - affiliates of the Registrant was $ 2,543,277,454 as of the closing of the Registrant's initial public offering on July 20 , 2020 ( based on a closing price of $ 42.87 per share as quoted by the Nasdaq Global Market as of such date ) . In determining the market value of non affiliate common stock , shares of the Registrant's common stock beneficially owned by officers , directors and affiliates have been excluded . This determination of affiliate status is not necessarily a conclusive determination for other purposes . DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2021 Annual Meeting of Stockholders within 120 days of the end of the registrant's fiscal year ended December 31 , 2020. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10 - K to the extent stated herein .