Rallybio merger postponed over unmet listing conditions

The previously announced cash distribution’s payment and ex-dividend dates may also be delayed.

Available on EDGAR 11/06/2026 - 05:27 PM EST Accepted by SEC EDGAR 11/06/2026 - 05:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Rallybio Corp (RLYB) and Avenzo Therapeutics, Inc. postponed the closing of their merger, which Rallybio had anticipated for November 6, 2026, subject to outstanding closing conditions. The parties said certain conditions related to listing Rallybio shares following the closing were not satisfied and that they would continue seeking the applicable listing approvals. Farmington Merger Sub, Inc. is also a party to the merger agreement.

Because the closing was postponed, Rallybio did not deposit funds for the previously announced cash distribution with Computershare on November 5, 2026. The distribution’s previously announced payment date and ex-dividend date may be delayed. Rallybio said it would provide further updates as it deems appropriate or necessary under applicable law and regulations.

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• Moderate pointExpected November 6, 2026 merger closing postponed after listing conditions were not satisfied.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Terms

Agreement and Plan of Merger and Reorganization, closing conditions, ex-dividend date

3 terms

Agreement and Plan of Merger and Reorganization regulatory

"transactions contemplated by the Agreement and Plan of Merger and Reorganization"

closing conditions regulatory

"satisfaction or waiver of any outstanding closing conditions"

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

ex-dividend date financial

"payment date and ex-dividend date for the cash distribution"

The ex-dividend date is the date when a stock starts trading without the value of its next dividend payment included. If you buy the stock on or after this date, you won't receive that upcoming dividend; only those who owned the stock before this date are entitled to it. It matters to investors because it determines who is eligible to receive the dividend and can influence the stock’s price around that time.

FAQ

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

When was the Rallybio (RLYB) merger expected to close?

Rallybio had anticipated that the merger would close on November 6, 2026, subject to satisfaction or waiver of outstanding closing conditions. The parties postponed closing because certain conditions related to listing Rallybio shares following closing were not satisfied, and they are continuing to seek applicable listing approvals.

Will Rallybio’s cash distribution payment date be delayed?

The previously announced payment date and ex-dividend date may be delayed. Rallybio did not deposit the distribution funds with Computershare on November 5, 2026, in light of the postponed merger closing.

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

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Rallybio Corp NASDAQ PO Box 325 false 0001739410 0001739410 2026-11-06 2026-11-06

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 6, 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.

Rallybio Corporation (the “Company”) previously disclosed that, subject to the satisfaction or waiver of any outstanding closing conditions, the Company anticipated the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of May 31, 2026 (the “Merger Agreement”), by and among the Company, Avenzo Therapeutics, Inc. and Farmington Merger Sub, Inc., to close on November 6, 2026. Certain conditions related to the listing of the Company’s shares following the closing of the transactions have not been satisfied and, as a result, the parties have determined to postpone the closing to continue seeking the applicable listing approvals. In light of the postponement of the closing of the transactions, the Company did not deposit the funds for the previously announced cash distribution with Computershare on November 5, 2026. As a result, the previously announced payment date and ex-dividend date for the cash distribution may be delayed. The Company will provide further updates it deems appropriate or necessary in accordance with the applicable law and regulations.

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 6, 2026				By:		/s/ Jonathan I. Lieber
						Jonathan I. Lieber Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB