Rallybio Corp

Rallybio Corp NASDAQ false 0001739410 0001739410 2026-10-25 2026-10-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2026 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) PO Box No. 325 East Berlin , Connecticut 06023 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 203 859-3820 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share RLYB NASDAQ Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☒ 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. ☐ Item 8.01 Other Events. As previously disclosed, on May 31, 2026, the Rallybio Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Avenzo Therapeutics, Inc., a Delaware corporation (“Avenzo”), and Farmington Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Avenzo, with Avenzo continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). On October 25, 2026, the Company’s board of directors (the “Board”) declared a special cash distribution to its stockholders in connection with the Merger (the “Cash Distribution”). The Cash Distribution, which the Company estimates to be an aggregate of $82.7 million, or an estimated $13.56 per share, will be payable in cash to the stockholders and pre-funded warrant holders of record as of November 5, 2026, with such date subject to change based on the date of the stockholder meeting (the “Record Date”), and further subject to the Nasdaq due bill procedures described below, based on their holdings as of the Record Date and during the Due Bill Period (as defined below). The estimated Cash Distribution is based on the Company’s good faith calculation of the amount by which the Company’s net cash, as determined pursuant to the terms of the Merger Agreement prior to the closing of the Merger, will exceed $0. The estimated per share distribution is based on 6,378,168 shares of common stock and common stock equivalents outstanding as of October 21, 2026. The total actual distribution of the amount of the Cash Distribution will be deposited with the Company’s transfer agent on November 5, 2026 and is scheduled to be further distributed on November 13, 2026 (the “Distribution Payment Date”) and may be higher or lower than the estimated amount. The transfer agent will distribute the Cash Distribution to stockholders and warrant holders within a few days following the Distribution Payment Date. Because the Cash Distribution per share exceeds 25% of the Company’s stock price on the declaration date, it is subject to an ex-dividend date of the day of the Closing of the Merger. Accordingly, Nasdaq is expected to set November 6, 2026 as the ex-dividend date for the Cash Distribution. In addition, the Company understands that trades of the Company’s common stock entered into during the due bill period, which is expected to begin November 4, 2026 (the business day before the Record Date) and continue through November 6, 2026 (the “Due Bill Period”), will have a due bill attached for the Cash Distribution. Due bills obligate sellers of the Company’s common stock to deliver the Cash Distribution to the buyer of such common stock during the Due Bill Period. This means that persons who purchase the Company’s common stock during the Due Bill Period (even if the trade will settle after the Due Bill Period) are entitled to receive the Cash Distribution, and persons who sell the stock during the Due Bill Period (even if the trade will settle after the Due Bill Period) are not entitled to the Cash Distribution. Accordingly, if an investor wishes to receive the Cash Distribution, the investor will need to hold the securities through and including November 6, 2026. The due bill obligations are settled customarily between the brokers representing the buyers and sellers of the stock. Buyers and sellers of the Company’s common stock should consult with their broker before trading to ensure they understand the effect of Nasdaq’s due bill procedures. The Company has no obligations for either the amount of the due bill or the processing of the due bill. Payment of the Cash Distribution is conditioned upon the receipt of the Required Company Stockholder Vote (as defined in the Merger Agreement) at the Company’s annual meeting of stockholders scheduled to be held at 10:00 a.m. Eastern Time on November 4, 2026. Closing of the Merger is expected to occur on or about November 6, 2026, assuming that the transaction is approved by the Company’s stockholders and the satisfaction or waiver of all conditions under the Merger Agreement. On October 25, 2026, the Board also fixed the close of business on the Record Date as the record date for the Company’s previously announced distribution of contingent value rights to holders of record of the Company’s common stock in connection with the Merger. Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning the Company, Avenzo, the proposed Merger and other matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the expected distribution and payment of the Cash Distribution and the contingent value rights, including the timing thereof; and other statements that are not historical fact. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company, Avenzo or the proposed Merger will be those that have been anticipated.