Rallybio (RLYB) holders approve and schedule 1-for-8 reverse stock split

Rhea-AI Filing Summary

Rallybio Corporation approved and scheduled a 1-for-8 reverse stock split of its common stock. The split will become effective at 12:01 a.m. Eastern Time on February 6, 2026, after which the stock will trade on a post-split basis under a new CUSIP.

Stockholders approved the amendment at a special meeting, with 34,507,021 votes in favor, 464,514 against, and 11,939 abstentions. As of the December 30, 2025 record date, 42,243,774 shares were outstanding and entitled to vote, and 34,983,474 shares were represented, constituting a quorum.

Insights

Equity structure and corporate actions analyst

Rallybio’s approved 1-for-8 reverse split restructures its share count without changing total company value.

Rallybio obtained shareholder approval to amend its certificate of incorporation and implement a 1-for-8 reverse stock split effective at 12:01 a.m. on February 6, 2026. After that, its common stock will trade on a post-split basis under a new CUSIP identifier.

A reverse split consolidates shares so each holder owns fewer shares at a proportionally higher price, leaving overall economic ownership unchanged. The proposal allowed a 1-for-5 to 1-for-20 range, but the board selected 1-for-8. Approval was decisive, with 34,507,021 votes for and only 464,514 against.

At the December 30, 2025 record date, 42,243,774 shares were outstanding and entitled to vote, and 34,983,474 shares were represented at the special meeting. Future company communications and market trading after February 6, 2026 will reflect the adjusted share count and post-split pricing.

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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): January 26, 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.)
			234 Church Street, New Haven, Connecticut			06510
			(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:

			o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			o			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 x

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. o

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 26, 2026, Rallybio Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 (the “Common Stock”) at a ratio of 1-for-8 (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment, the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on February 6, 2026. The Company expects that upon the opening of trading on February 6, 2026, the Company’s Common Stock will begin trading on a post-split basis under CUSIP number 75120L 209.

As discussed below, on January 26, 2026, the Company’s stockholders approved a proposal to amend the Certificate of Incorporation in accordance with the Certificate of Amendment at a Special Meeting of Stockholders of the Company (the “Special Meeting”). The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

The Special Meeting was held on January 26, 2026. Only stockholders of record as of December 30, 2025 (the “Record Date”) were entitled to vote at the Special Meeting. As of the Record Date, there were 42,243,774 shares outstanding and entitled to vote at the Special Meeting, of which 34,983,474 shares were represented by proxy, constituting a quorum on all matters voted upon. The final voting results of the Special Meeting are as follows:

Proposal 1: To approve an amendment to the Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio ranging from 1-for-5 shares up to 1-for-20 shares, which ratio will be selected by the board of directors of the Company.

In accordance with the results below, Proposal 1 was approved.

For						Against						Abstaining						Broker Non-Votes
34,507,021						464,514						11,939						—

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Rallybio Corporation

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:			January 29, 2026			By:			/s/ Jonathan I. Lieber
									Jonathan I. Lieber Chief Financial Officer and Treasurer

FAQ

What reverse stock split did Rallybio (RLYB) approve in this 8-K?

Rallybio approved a 1-for-8 reverse stock split of its common stock. Each block of eight existing shares will be consolidated into one share after effectiveness, changing the share count but not the overall economic ownership percentage for each investor.

When will Rallybio’s 1-for-8 reverse stock split become effective?

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on February 6, 2026. From the market open that day, Rallybio’s common stock is expected to trade on a post-split basis under a new CUSIP number 75120L 209.

How did Rallybio (RLYB) shareholders vote on the reverse stock split proposal?

Shareholders strongly approved the reverse split proposal. The vote totals were 34,507,021 shares in favor, 464,514 against, and 11,939 abstentions, with no broker non-votes reported on the amendment to effect the reverse stock split.

How many Rallybio shares were outstanding and entitled to vote at the special meeting?

There were 42,243,774 Rallybio shares outstanding and entitled to vote as of December 30, 2025. Of these, 34,983,474 shares were represented by proxy at the January 26, 2026 special meeting, establishing a quorum for the vote.

What range of reverse split ratios did Rallybio’s proposal originally allow?

The shareholder proposal allowed a reverse split ratio from 1-for-5 up to 1-for-20. Within this approved range, Rallybio’s board of directors ultimately selected a 1-for-8 ratio, which is being implemented through the certificate of amendment.

Will Rallybio’s ticker symbol change after the reverse stock split?

The filing specifies a new CUSIP but keeps the NASDAQ listing. Rallybio’s common stock is listed on the NASDAQ Capital Market under the symbol RLYB, and after the split it is expected to trade post-split under CUSIP 75120L 209.