Rallybio approves 1-for-2 reverse stock split

Book-entry holders need take no action, while Computershare will provide physical-certificate holders instructions for exchanging their shares.

Available on EDGAR 11/10/2026 - 05:23 PM EST Accepted by SEC EDGAR 11/10/2026 - 05:22 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Rallybio Corporation (RLYB) announced a one-for-two reverse stock split of its issued and outstanding common stock, expected to take effect at 12:01 a.m. Eastern Time on November 20, 2026, before the anticipated merger with Avenzo Therapeutics.

The split is expected to reduce issued and outstanding shares from approximately 5.6 million to approximately 2.8 million before giving effect to the merger closing. Each two shares will be combined into one; the authorized number of common shares and the $0.0001 par value per share will remain unchanged. Stockholders entitled to fractional shares will instead receive cash based on the fractional shares’ fair market value, using the closing stock price on the effective date. Proportionate adjustments will be made to outstanding pre-funded warrants, equity awards and equity plan reserves under their applicable terms.

Following applicable Nasdaq approvals and merger closing, Rallybio plans to change its name to Avenzo Therapeutics, Inc.

Key Figures

Reverse stock split ratio: 1-for-2 Issued and outstanding common shares before split: Approximately 5.6 million shares Issued and outstanding common shares after split: Approximately 2.8 million shares +1 more

4 metrics

Reverse stock split ratio 1-for-2 Approved ratio for Rallybio common stock

Issued and outstanding common shares before split Approximately 5.6 million shares Before giving effect to the merger closing

Issued and outstanding common shares after split Approximately 2.8 million shares Before giving effect to the merger closing

Common stock par value $0.0001 per share Remains unchanged after the reverse split

Key Terms

reverse stock split, fractional shares, pre-funded warrants, book-entry form

4 terms

reverse stock split technical

"a one-for-two reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

fractional shares financial

"No fractional shares will be issued"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

pre-funded warrants financial

"adjustments will be made to the number of shares underlying outstanding pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

book-entry form technical

"holding their shares electronically in book-entry form"

A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

Stock Split

1-for-2 reverse split · Effective November 20, 2026

Split Ratio 1-for-2 reverse split

Effective Date November 20, 2026

Shares Before Split 5,600,000

Shares After Split 2,800,000

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the RLYB reverse stock split ratio and when is it expected to take effect?

Rallybio’s one-for-two reverse stock split is expected to take effect at 12:01 a.m. Eastern Time on November 20, 2026. The board approved the ratio with Avenzo Therapeutics’ mutual agreement.

How many shares will Rallybio have after the reverse split?

The split is expected to reduce Rallybio’s issued and outstanding common shares from approximately 5.6 million to approximately 2.8 million, before giving effect to the merger closing.

How will RLYB handle fractional shares in the reverse split?

No fractional shares will be issued. Stockholders who would otherwise receive a fractional share will instead receive cash equal to its fair market value, based on Rallybio’s closing stock price on the effective date.

What will Rallybio’s name and ticker be after the merger?

Following applicable Nasdaq approvals and the closing of the merger, Rallybio plans to change its name to Avenzo Therapeutics, Inc. and trade on the Nasdaq Capital Market under the symbol AVZO.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 8, 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.

On November 10, 2026, Rallybio Corporation (the “Company”) announced that it will effect a one-for-two reverse stock split of its issued and outstanding common stock in connection with the transactions contemplated by the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of May 31, 2026, among the Company, Avenzo Therapeutics, Inc. (“Avenzo”) and Farmington Merger Sub, Inc., a wholly owned subsidiary of the Company. At the Company’s Annual Meeting of Stockholders held on November 4, 2026, stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio ranging from one-for-two to one-for-nine, inclusive, with the final ratio to be mutually determined by the Company and Avenzo. On November 8, 2026, the Company’s Board of Directors, with Avenzo’s mutual agreement, approved a one-for-two reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split is expected to become effective at 12:01 a.m., Eastern Time, on November 20, 2026, prior to the anticipated completion of the merger contemplated by the Merger Agreement (the “Merger”). Following the satisfaction of applicable Nasdaq approvals and the closing of the Merger, the Company plans to change its name to Avenzo Therapeutics, Inc. and to trade on the Nasdaq Capital Market under the new trading symbol “AVZO” and the new CUSIP number 053928 107.

At the effective time of the reverse stock split, every two issued and outstanding shares of the Company’s common stock will automatically be combined into one share of common stock. The reverse stock split will reduce the number of issued and outstanding shares of the Company’s common stock from approximately 5.6 million to approximately 2.8 million, prior to giving effect to the closing of the Merger. The reverse stock split will not change the authorized number of shares of the Company’s common stock. The par value of the Company’s common stock will remain unchanged at $0.0001 per share after the reverse stock split. The reverse stock split will affect all stockholders uniformly and, by itself, will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split results in some stockholders receiving cash in lieu of fractional shares as described below.

Proportionate adjustments will be made to the number of shares underlying outstanding pre-funded warrants, equity awards and, where applicable, their exercise prices, and to the number of shares reserved for issuance under the Company’s equity incentive plans, in each case in accordance with the terms of the applicable pre-funded warrants, awards and plans.

No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment in lieu of such fractional shares equal to the fair market value of such fractional shares, based on the closing price of the Company’s common stock on the effective date of the reverse stock split.

Computershare Trust Company, N.A. (“Computershare”) is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Computershare will provide instructions to stockholders holding physical certificates regarding the process for exchanging their pre-split stock certificates for the appropriate number of post-split shares in book-entry form and receiving payment in lieu of any fractional shares. Stockholders holding shares through a bank, broker or other nominee will have their positions adjusted to reflect the reverse stock split and will receive payment in lieu of any fractional shares in accordance with their respective bank’s, broker’s or nominee’s procedures. Additional information regarding the reverse stock split can be found in the Company’s proxy statement/prospectus, included in its registration statement on Form S-4, which was declared effective by the Securities and Exchange Commission on October 15, 2026 (the “Proxy Statement/Prospectus”).

The Company issued a press release that provides additional information about the reverse split, which is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.		Description
99.1		Press release issued by the Company on November 10, 2026 regarding the announced reverse stock split.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the implementation and expected timing of the reverse stock split; the expected commencement of trading on a split-adjusted basis, the anticipated trading symbol and the new CUSIP number; the anticipated completion and timing of the Merger and the related name change; the expected effects of the reverse stock split on stockholders, including the treatment of fractional shares, and on outstanding pre-funded warrants, equity awards and equity incentive plan share reserves; the procedures for exchanging shares and making cash payments in lieu of fractional shares; and Avenzo’s and the Company’s plans to develop and commercialize therapies and the potential of their product candidates. The words “may,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “forecasts,” “estimates,” “will,” “potential” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These statements are based on management’s current expectations, estimates, beliefs and assumptions and are subject to risks and uncertainties that could cause actual results or the timing of events to differ materially from those expressed or implied.

These risks and uncertainties include, among others, the risk that the Merger will be delayed or will not be completed because closing conditions are not satisfied or waived, including conditions related to Nasdaq listing approvals; the occurrence of events or circumstances that could give rise to termination of the Merger Agreement; delays in implementing the reverse stock split or commencing split-adjusted trading; the risk that the reverse stock split will not result in a sustained increase in the trading price of the common stock or ensure compliance with Nasdaq listing requirements; risks associated with the development and commercialization of product candidates; and the other risks described under “Risk Factors” in the Proxy Statement/Prospectus, the Company’s most recent Annual Report on Form 10-K and its subsequent filings with the Securities and Exchange Commission. The Company cautions investors not to place undue reliance on these forward-looking statements. These statements speak only as of the date of the communication in which they appear, and the Company undertakes no obligation to update or revise any forward-looking statement, except as required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibits filed or furnished herewith do not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						RALLYBIO CORPORATION
Date: November 10, 2026				By:		/s/ Jonathan I. Lieber
						Jonathan I. Lieber Chief Financial Officer