Candid Therapeutics, Rallybio (NASDAQ: RLYB) in $505M cash-backed merger
Rhea-AI Filing Summary
Rallybio Corporation agreed to merge with clinical-stage biotech Candid Therapeutics in a stock deal that will leave Candid’s investors owning the vast majority of the combined company. A concurrent private financing will provide
Based on agreed valuations and assuming Rallybio net cash of
Rallybio stockholders will receive contingent value rights tied to cash proceeds from dispositions of Rallybio’s legacy assets. Closing requires shareholder approvals, an effective Form S‑4, completion of at least
Positive
- Large, committed growth capital: Candid secured over
$505 million in an oversubscribed private financing, and the combined company expects this cash to fund operations through2030 while advancing multiple T‑cell engager programs into and through phase 2 studies.
Negative
- Significant dilution and change of control: On the stated assumptions, pre‑transaction Rallybio equityholders are expected to own only about
3.65% of the combined company, with Candid holders (including new investors) owning approximately96.35% after the Merger.
Insights
Reverse merger effectively hands control to Candid, backed by $505.5M financing.
The transaction turns Rallybio into a vehicle for Candid Therapeutics, with Candid’s equity holders, including new investors, expected to own
A concurrent oversubscribed private financing of over
For existing Rallybio holders, economic upside shifts to (i) a small continuing equity stake (about
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Merger Agreement
On March 1, 2026, Rallybio Corporation, a Delaware corporation (“Rallybio”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Candid Therapeutics, Inc., a Delaware corporation (“Candid”), a clinical-stage biotechnology company advancing a leading portfolio of T-cell engager (TCE) therapeutics for autoimmune diseases, and Farmington Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Rallybio (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Candid, with Candid surviving as a wholly owned subsidiary of Rallybio (the “Merger” and, together with all of the other transactions contemplated by the Merger, the “Contemplated Transactions”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (a) each then-outstanding share of common stock or preferred stock of Candid (each such share, a “Candid Share”) (excluding any share described in clauses (b) or (c) below and Candid Shares held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of Rallybio Common Stock, par value $0.0001 per share (“Rallybio Common Stock”), calculated in accordance with the Exchange Ratio as set forth in the Merger Agreement (the “Exchange Ratio”), (b) each Candid Share issued in the Concurrent Financing (as defined below) will be converted into the right to receive a number of shares of Rallybio Common Stock calculated in accordance with the Merger Agreement, (c) any Candid Shares held as treasury shares or held or owned by Rallybio, Merger Sub or any subsidiary of Rallybio or Candid immediately prior to the Effective Time will be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each then-outstanding option to purchase Candid Shares will be converted into an option to purchase Rallybio Common Stock, subject to adjustment as set forth in the Merger Agreement.
Under the Exchange Ratio formula in the Merger Agreement, upon the Closing, on a pro forma basis and based upon the number of shares of Rallybio Common Stock expected to be issued in connection with the Merger and the Concurrent Financing, pre-Merger equityholders of Candid (other than Investors (as defined below) in the Concurrent Financing) are expected to own approximately 57.55% of the combined company, pre-Merger equityholders of Rallybio will own approximately 3.65% of the combined company and the Investors in the Concurrent Financing are expected to hold approximately 38.80% (assuming proceeds from the Concurrent Financing of $505.5 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for Rallybio of $47.5 million (assuming Rallybio has net cash (“Rallybio Net Cash”) of $37.5 million as of the closing of the Merger (the “Closing” and such date, the “Closing Date”), (ii) a valuation for Candid of $750.0 million, and (iii) the relative capitalization of Rallybio and Candid. The percentage of the combined company that each party’s equity holders will own following the Closing is subject to certain adjustments as described in the Merger Agreement, including the amount of the final Rallybio Net Cash at Closing.
Following the Closing, it is expected that Ken Song, MD, the Chairman, President and CEO of Candid, will serve as the President and Chief Executive Officer of the combined company. In connection with the Closing, each of the current Rallybio executive officers and directors are expected to tender their resignations.
The Merger Agreement contains representations and warranties of the parties regarding their respective businesses. The Merger Agreement also contains certain covenants made by each of Candid and Rallybio, including non-solicitation restrictions binding each party (and subject to certain exceptions as further described in the Merger Agreement) and its representatives and restrictions on the operation of each party’s business between the date of the Merger Agreement and the Closing.
In connection with the Merger, Rallybio will prepare and file a registration statement on Form S-4, which will contain a proxy statement and prospectus, to register the shares issued pursuant to the Merger Agreement (the “Form S-4”) and will seek the approval of Rallybio’s stockholders of, among other matters, (i) the issuance of the shares of Rallybio Common Stock and other securities of Rallybio pursuant to the Merger which will represent (or be convertible into) more than 20% of the shares of Rallybio Common Stock outstanding immediately prior to the Merger and the change of control of Rallybio resulting from the Merger, pursuant to Nasdaq Listing Rule 5635(a) and (b), (ii) a reverse stock split of Rallybio Common Stock at a ratio to be mutually agreed upon by Rallybio and Candid, (iii) the change of the name of Rallybio to “Candid Therapeutics, Inc.” ((i) through (iii), the “Rallybio Stockholder Matters”), (iv) an increase the number of authorized shares of Rallybio Common Stock to a number determined by Candid (the “Authorized Share Increase Proposal”), (v) the Candid 2026 Equity Incentive Plan, and (vi) the Candid 2026 Employee Stock Purchase Plan.
In the event the Rallybio Board of Directors make a Parent Board Adverse Recommendation Change (as defined in the Merger Agreement) as a result of a Superior Offer (as defined in the Merger Agreement), Rallybio will remain obligated to hold the stockholder meeting to vote on the Rallybio Stockholder Matters under the terms of the Merger Agreement and may not terminate the Merger Agreement in order to enter into an agreement with respect to such Superior Offer.
The Closing is subject to certain closing conditions, including: (i) the approval by the Rallybio stockholders of the Rallybio Stockholder Matters; (ii) approval by the requisite Candid stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby; (iii) the existing shares of Rallybio Common Stock having been continually listed on the Nasdaq Stock Market (including the Nasdaq Capital Market) (“Nasdaq”) and Nasdaq’s approval of the shares of Rallybio Common Stock to be issued in the Merger; (iv) the Subscription Agreement (as defined below) being in full force and effect with cash proceeds of not less than the $200 million having been received by Candid; (v) the effectiveness of the Form S-4; (vi) determination of Rallybio Net Cash; (vii) Rallybio Net Cash at Closing of at least $0 and Rallybio’s Cash and Cash Equivalents (as defined in the Merger Agreement) of at least $1,000,000 as of the Anticipated Closing Date (as defined in the Merger Agreement); (viii) due filing of the Parent Charter Amendment (as defined in the Merger Agreement); (ix) termination by Candid of certain agreements with investors; (x) no legal restraint; and (xi) the expiration or termination of all waiting periods (and extensions thereof) applicable to the Merger under the HSR Act. The Closing is also subject to other specified customary closing conditions of each party, including the accuracy of each party’s representations and warranties, subject to applicable materiality qualifications, compliance by each party with its covenants under the Merger Agreement in all material respects, respectively, delivery of certain customary closing documents by each of Rallybio and Candid, and no Candid material adverse effect or Rallybio material adverse effect since the date of the Merger Agreement that is continuing, respectively.
The Merger Agreement contains certain termination rights of each of Candid and Rallybio. Upon termination of the Merger Agreement in certain circumstances, Candid may be required to pay to Rallybio a termination fee of (x) $50 million, including (i) where Candid’s board of directors changes or withdraws its recommendation in favor of the Merger or recommends to enter into an alternative transaction, (ii) in certain circumstances where Candid enters into a Permitted Alternative Agreement (as defined in the Merger Agreement); or (iii) if (a) the Merger Agreement is terminated because Candid (1) fails to obtain the requisite stockholder approval of the Merger Agreement and the transactions contemplated thereby or (2) breaches the Merger Agreement, (b) an alternative acquisition proposal was announced or disclosed prior to obtaining Candid’s stockholder approval, and (c) within 12 months of the termination of the Merger Agreement, Candid enters into a definitive agreement with respect to an alternative transaction; or (y) $10 million, if (i) the Merger Agreement is terminated because the Merger has not been consummated by the End Date (as defined in the Merger Agreement), (ii) an alternative acquisition proposal was announced or disclosed prior to obtaining Candid’s stockholder approval, and (iii) within 12 months of the termination of the Merger Agreement, Candid enters into a definitive agreement with respect to an alternative transaction.
Upon termination of the Merger Agreement in certain circumstances, a termination fee of $1.425 million may be payable by Rallybio to Candid if (i)(a) the Merger Agreement is terminated because the Merger has not been consummated by the End Date (as defined in the Merger Agreement) or Rallybio (1) fails to obtain the requisite stockholder approval of the Rallybio Stockholder Matters or (2) breaches the Merger Agreement, (b) an alternative
acquisition proposal was announced or disclosed prior to such termination, and (c) within 12 months of the termination of the Merger Agreement, Rallybio enters into a definitive agreement with respect to an alternative transaction, (ii) Rallybio fails to include its board recommendation in the Form S-4, or (iii) the Rallybio board of directors changes or withdraws its recommendation in favor of the Merger or approves an alternative transaction, or willfully and intentionally breaches its non-solicitation or certain other obligations under the Merger Agreement. Candid and Rallybio have also each agreed to reimburse the other party for up to $500,000 for third-party expenses, as applicable, if the Merger Agreement is terminated in certain circumstances.
Support Agreements and Lock-Up Agreements
Support Agreements
Concurrently with the execution of the Merger Agreement, the executive officers and directors and certain other stockholders of Rallybio holding approximately 24.8% of the outstanding Rallybio capital stock entered into support agreements (the “Rallybio Support Agreements”) in favor of Candid, providing among other things, that such officers, directors and stockholders (x) will vote all of their shares of Rallybio capital stock, among other things: (i) in favor of approving the Contemplated Transactions, including the Rallybio Stockholder Matters, the Authorized Share Increase Proposal and the other actions contemplated by the Merger Agreement, (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Merger and (iii) against any acquisition proposal involving a third party and (y) will not solicit or negotiate alternative acquisition proposal or inquiries in their capacities as stockholders of Rallybio.
Concurrently with the execution of the Merger Agreement, certain officers, directors and stockholders of Candid holding approximately 65.82% of the outstanding Candid capital stock entered into support agreements (the “Candid Support Agreements” and, together with Rallybio Support Agreements, the “Support Agreements”) in favor of Rallybio, providing among other things, that such executive officers, directors and stockholders (x) will vote all of their shares of Candid capital stock, among other things: (i) in favor of adopting the Merger Agreement and approving the Merger, the other Contemplated Transactions, the Company Stockholder Matters (as defined in the Merger Agreement) and the other actions contemplated by the Merger Agreement, (ii) against any proposal made in opposition to, or in competition with, the Merger Agreement or the Merger and (iii) against any acquisition proposal involving a third party and (y) will not solicit or negotiate alternative acquisition proposal or inquiries in their capacities as stockholders of Candid.
Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, certain executive officers, directors and stockholders of Candid entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which, subject to specified exceptions, such persons accepted certain restrictions on transfers of the shares of Rallybio Common Stock beneficially held by such persons or such persons’ family members (other than shares received as a result of the conversion of shares received in the Concurrent Financing) for the 180-day period following the Effective Time.
The foregoing descriptions of the Merger Agreement, the form of Rallybio Support Agreement, form of the Candid Support Agreement and the form of Lock-Up Agreement (collectively, the “Agreements”), do not purport to be complete and are qualified in their entirety by reference to those Agreements, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by each of Rallybio and Candid in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Agreements were used for the purpose of allocating risk between the parties thereto rather than establishing matters as facts. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.
Rallybio Contingent Value Rights Agreement
Immediately prior to the Effective Time, Rallybio and a rights agent (“Rights Agent”) are expected to enter into a Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which holders of record of certain Rallybio securities as of the close of business on the last business day prior to the day on which the Effective Time occurs will receive one contingent value right (each, a “CVR”) for each outstanding share of Rallybio Common Stock, pre-funded warrant, Rallybio restricted stock unit or In the Money Parent Option (as defined in the CVR Agreement) held as of such date.
Pursuant to the CVR Agreement, each CVR holder will be entitled to receive their pro rata share of (i) all of the net proceeds (including cash the value of stock to the extent listed on a national exchange, at the time of disposition), if any, received by Rallybio as a result of payments (“CVR Payments”) made to Rallybio of (i) any upfront, milestone, royalty and other payments received under any disposition agreement related to Rallybio’s pre-Merger assets (the “Legacy Assets”), and (ii) all of the cash proceeds, if any, received from Recursion Pharmaceuticals, Inc. under the Membership Interest Purchase Agreement, dated July 8, 2025, by and among Recursion Pharmaceuticals, Inc., Exscientia Ventures I, Inc., Rallybio Corporation and Rallybio IPB, LLC. For a period of one year after the Closing Date, Rallybio will use commercially reasonable efforts to effect the disposition of the Legacy Assets. Such net proceeds will be subject to certain permitted deductions, including for applicable tax payments, certain expenses incurred or other liabilities borne by Rallybio or its affiliates in respect of the Legacy Assets, and losses incurred by Rallybio or its affiliates due to a third-party proceeding in connection with such disposition.
The CVR Payments, if any, will become payable to the Rights Agent for subsequent distribution to the CVR holders. In the event that no such proceeds are received during the CVR Term (as defined in the CVR Agreement), holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There can be no assurance that any CVR holders will receive any CVR Payments.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and is not transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with SEC. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Rallybio or any of its respective affiliates. No interest will accrue on any amounts payable in respect of the CVRs.
The foregoing summary of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of CVR Agreement, which is filed herewith as Exhibit 10.4. and is incorporated by reference herein.
Concurrent Financing
Concurrently with entering into the Merger Agreement, Candid entered into a subscription agreement (the “Subscription Agreement”) with certain accredited investors (the “Investors”).
Pursuant to the Subscription Agreement, and subject to the terms and conditions therein, Candid agreed to sell, and the Investors agreed to purchase, immediately prior to the Effective Time, shares of Candid common stock for an aggregate purchase price of $505.5 million (the “Concurrent Financing”). Shares of Candid common stock issued pursuant to the Concurrent Financing will be converted into shares of Rallybio Common Stock in accordance with the Exchange Ratio and the Merger Agreement.
Candid and Rallybio have also agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with the Investors at the closing of the Concurrent Financing. Pursuant to the Registration Rights Agreement, the combined company will prepare and file a resale registration statement with the SEC within 30 calendar days following the closing of the Concurrent Investment. The combined company will use its commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable.
The combined company will also agree to, among other things, indemnify the Investors, their members, shareholders, directors, officers, partners, employees, managers, agents, representatives and advisors under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the combined company’s obligations under the Registration Rights Agreement.
The foregoing descriptions of the Subscription Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Subscription Agreement, as well as the Registration Rights Agreement included as Exhibit A to the Subscription Agreement, a form of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The shares to be issued in the Concurrent Financing will be issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the shares of Candid common stock or any other securities of Candid or Rallybio.
| Item 5.01. | Changes in Control of Registrant. |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Amendments to Employment Agreements
Each of Stephen Uden, Jonathan Lieber and Steven Ryder has entered into a previously disclosed employment agreement with Rallybio, pursuant to which they may become eligible for certain payment and benefits in connection with a change of control of Rallybio. In connection with the Merger, Rallybio and each of Dr. Uden, Mr. Lieber and Dr. Ryder has entered into an amendment to such employment agreement (each, and “Employment Agreement Amendment”) to clarify that the Merger will constitute a change in control for purposes of each executive’s employment agreement.
The foregoing description of the Employment Agreement Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of each of the Employment Agreement Amendments, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.6, Exhibit 10.7 and Exhibit 10.8 and are incorporated herein by reference.
| Item 7.01. | Other Events. |
Listing Compliance
On February 24, 2026, the Company received a letter (the “Compliance Letter”) from the Listing Qualifications Staff of Nasdaq notifying the Company that it had regained compliance with the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
The Compliance Letter noted that (1) the Rallybio Common Stock had a closing bid price of at least $1.00 per share for the prior 11 consecutive business days from February 6, 2026 to February 23, 2026, (2) the Company has regained compliance with the Minimum Bid Price Requirement, and (3) Nasdaq considers the matter closed.
In order to regain compliance with the Minimum Bid Price Requirement during an additional 180-calendar day grace period, the Company implemented a reverse stock split (the “Reverse Stock Split”) of the Rallybio Common Stock, at a ratio of 1-for-8, with an effective time of 12:01 a.m. Eastern Time on February 6, 2026. The Reverse Stock Split was approved by the Company’s stockholders on January 26, 2026 at a Special Meeting of Stockholders.
Press Release
On March 2, 2026, Rallybio and Candid issued a joint press release announcing the execution of the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Investor Presentation and Conference Call Script
On March 2, 2026, representatives of Rallybio and Candid will hold a conference call to investors, which investor presentation and conference call script are furnished as Exhibits 99.2 and 99.3 respectively, hereto and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Exhibit Description | |
| 2.1+ | Agreement and Plan of Merger and Reorganization, dated March 1, 2026, by and among Rallybio Corporation, Farmington Merger Sub, Inc., and Candid Therapeutics, Inc. | |
| 10.1 | Form of Rallybio Support Agreement. | |
| 10.2 | Form of Candid Support Agreement. | |
| 10.3 | Form of Lock-Up Agreement. | |
| 10.4 | Form of CVR Agreement. | |
| 10.5+ | Form of Subscription Agreement. | |
| 10.6 | Amendment to Second Amended and Restated Employment Agreement, effective as of March 1, 2026, between Rallybio Corporation and Stephen Uden. | |
| 10.7 | Amendment to Employment Agreement, effective as of March 1, 2026, between Rallybio Corporation and Jonathan Lieber. | |
| 10.8 | Amendment to Employment Agreement, effective as of March 1, 2026, between Rallybio Corporation and Steven Ryder. | |
| 99.1 | Joint Press Release, issued on March 2, 2026. | |
| 99.2 | Investor Presentation, dated March 2, 2026. | |
| 99.3 | Conference Call Script, dated March 2, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| + | Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K, as applicable. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request. |
Forward-Looking Statements
This Current Report on Form 8-K contains 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 structure and intended tax treatment of the proposed Merger; expectations regarding the ownership
structure of the combined company; the expected management team of the combined company; expectations regarding the structure, timing and completion of the Concurrent Financing; the combined company’s expected cash position at the Closing; the potential of Rallybio stockholders to receive consideration pursuant to the CVRs; and other statements that are not historical fact. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. There can be no assurance that future developments affecting Rallybio, Candid or the proposed Transactions herein will be those that have been anticipated.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Rallybio’s and Candid’s control. Rallybio’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that the conditions to Closing are not satisfied (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Rallybio and Candid to consummate the proposed Merger; (iii) risks related to Rallybio’s ability to manage its operating expenses and its expenses associated with the proposed Merger pending Closing; (iv) risks related to the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the proposed Merger; (v) the risk that as a result of adjustments to the Exchange Ratio, Rallybio’s stockholders and Candid’s stockholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of Rallybio Common Stock relative to the value suggested by the Exchange Ratio; (vii) unexpected costs, charges or expenses resulting from the proposed Contemplated Transactions; (viii) the risk that the Concurrent Financing is not consummated; and (ix) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement and the other agreements entered into in connection therewith; and (x) the possibility that holders of CVRs may never receive any proceeds therefrom. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the Securities and Exchange Commission (“SEC”), including the factors described in the section titled “Risk Factors” in Rallybio’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, each filed with the SEC, and in other filings that Rallybio makes and will make with the SEC in connection with the proposed merger, including the Proxy Statement described below under “Additional Information and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Rallybio expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. This Current Report on Form 8-K does not purport to summarize all of the conditions, risks and other attributes of an investment in Rallybio or Candid.
Participants in the Solicitation
This Current Report on Form 8-K relates to the proposed Merger and other Contemplated Transactions involving Rallybio and Candid and may be deemed to be solicitation material in respect of the proposed Merger and other Contemplated Transactions. In connection with the proposed Merger and other Contemplated Transactions, Rallybio will file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This Current Report on Form 8-K is not a substitute for the Form S-4, the Proxy Statement or for any other document that Rallybio may file with the SEC and or send to Rallybio’s stockholders in connection with the proposed merger transaction. Rallybio, Candid, and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from Rallybio’s stockholders with respect to the proposed Merger and other Contemplated Transactions under the rules of the SEC. Information about the directors and executive officers of Rallybio is set forth in its proxy statement, which was filed with the SEC on April 7, 2025, and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described below. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF RALLYBIO ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RALLYBIO, THE PROPOSED MERGER AND OTHER CONTEMPLATED TRANSACTIONS AND RELATED MATTERS.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transactions herein or otherwise. 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. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF RALLYBIO ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RALLYBIO, THE PROPOSED MERGER TRANSACTION AND OTHER CONTEMPLATED TRANSACTIONS AND RELATED MATTERS.
Additional Information and Where to Find It
Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Rallybio with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by Rallybio with the SEC will also be available free of charge on Rallybio’s website at investors.rallybio.com, or by contacting Rallybio’s Investor Relations at investors@rallybio.com.
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 hereunto duly authorized.
| RALLYBIO CORPORATION | ||||||
| Date: March 2, 2026 | By: | /s/ Jonathan I. Lieber | ||||
| Name: | Jonathan I. Lieber | |||||
| Title: | Chief Financial Officer and Treasurer | |||||
Exhibit 99.1
Rallybio Corporation and Candid Therapeutics Announce Merger Agreement
Combined company to operate as Candid Therapeutics, advancing a leading portfolio of T-cell
engager therapeutics for autoimmune diseases
Concurrent significantly oversubscribed and upsized financing of over $505 million
committed by a syndicate of leading healthcare institutional investors and mutual funds
expected to fund operations through 2030
Companies to hold joint conference call on March 2, 2026 at 8:30 AM ET
NEW HAVEN, Conn. and San Diego, CA, March 2, 2026 — Rallybio Corporation (Nasdaq: RLYB) (“Rallybio”) and Candid Therapeutics, Inc. (“Candid”), a global clinical-stage biotechnology company advancing a leading portfolio of T-cell engager (“TCE”) therapeutics for autoimmune diseases, today announced that they have entered into a definitive agreement pursuant to which Rallybio will acquire Candid through a merger transaction (the “Merger”). Upon completion of the Merger, the combined company expects to operate under the name Candid Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “CDRX”.
In connection with the Merger, Candid entered into subscription agreements for a concurrent oversubscribed and upsized private financing of over $505 million in gross proceeds (the “Financing” and, together with the Merger, the “Transaction”) with a syndicate of leading healthcare institutional investors and mutual funds, including Venrock Healthcare Capital Partners, RA Capital Management, Janus Henderson Investors, accounts advised by T. Rowe Price Associates, Inc., venBio Partners, Viking Global Investors, Cormorant Asset Management, Foresite Capital, Soleus Capital, TCGX, Vivo Capital, a life sciences focused institutional investor, several additional mutual funds and other institutional investors. The combined company’s cash balance at closing is expected to fund operations through 2030, supporting the advancement of Candid’s diversified pipeline of TCE programs through multiple clinical milestones, including the initiation and clinical readouts of Phase 2 studies for cizutamig, a B-cell maturation antigen (“BCMA”) targeting TCE, in myasthenia gravis and interstitial lung disease (“ILD”) secondary to rheumatological diseases.
The Transaction has been unanimously approved by the boards of directors of both companies and is expected to close in mid-2026, subject to certain closing conditions, including the approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) to register the shares of Rallybio common stock to be issued in connection with the Transaction, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and the satisfaction of other customary closing conditions. Following closing, pre-Transaction Rallybio equityholders are expected to own approximately 3.65% of the combined company, and pre-Transaction Candid equityholders (inclusive of investors participating in the Financing) are expected to own approximately 96.35% of the combined company, calculated on a treasury stock method basis and assuming Rallybio has net cash at closing of $37.5 million. In addition, pre-closing Rallybio stockholders will receive contingent value rights (“CVRs”) entitling them to a portion of certain cash proceeds received by the combined company from its previously announced sale of interests in REV102 and potential disposition of Rallybio’s other legacy assets.
Transaction Highlights
| • | One of the most advanced and diversified TCE pipelines in autoimmune disease, providing significant optionality: Candid has built a leading portfolio of TCE therapeutics for autoimmune disease spanning a wide spectrum of B-cell and plasma cell targets with ongoing clinical studies in over 10 indications: |
| • | Cizutamig, a BCMA TCE: Cizutamig has the potential to be the first- and best-in-class BCMA TCE for autoimmune disease, with 87 total patients dosed including 47 autoimmune patients across multiple indications. Cizutamig has demonstrated favorable tolerability with low rates of mild cytokine release syndrome (“CRS”). Emerging clinical data suggest deeper therapeutic activity with less frequent dosing than the anti-FcRn drug class. Global Phase 2 studies in myasthenia gravis and ILD are planned to initiate in 2026. |
| • | Potentially best-in-class profile TCEs against CD19 and/or CD20: CND261, a CD20 TCE, has been dosed in over 100 patients across oncology and autoimmune indications, with low rates of CRS and early evidence of deep tissue B-cell depletion. CND319, a dual targeting CD19 and CD20 TCE, has demonstrated a promising therapeutic index profile in non-human primate studies, with first-in-human studies planned for mid-2026. |
| • | Additional preclinical programs, including a dual targeting BCMA and CD19 TCE, are also part of the pipeline. |
| • | Well-capitalized to execute: Pro-forma cash of approximately $700 million at closing is expected to provide the combined company with a strong financial foundation to advance its pipeline through multiple value-creating milestones. |
| • | Experienced leadership team: The combined company will be led by Dr. Ken Song, Chairman, President and CEO of Candid, with a management team that brings deep expertise in autoimmune drug development, TCE biology, and global clinical operations. |
Dr. Ken Song, M.D., Chairman, President and Chief Executive Officer of Candid Therapeutics, said: “This transaction marks an exciting moment for Candid as we lead the development of TCEs for patients with autoimmune diseases. By combining with Rallybio and securing over $505 million in new financing from a distinguished group of healthcare investors, we have the resources to advance what we view as a transformative therapeutic modality. With Phase 2 studies planned for cizutamig in 2026 and a rich pipeline of next-generation TCE programs, we will continue to push forward this new drug class.”
Dr. Stephen Uden, M.D., Co-Founder and Chief Executive Officer of Rallybio, said: “We are pleased to announce this transaction, which we believe represents a compelling opportunity for Rallybio stockholders to participate in the future value creation of a well-capitalized, clinical-stage company with a differentiated and broad portfolio of TCE drug candidates. Candid’s clinical data in myasthenia gravis and across its autoimmune pipeline, combined with the strong endorsement of leading healthcare investors further substantiates the merit of this transaction.”
About the Proposed Transactions
Under the terms of the merger agreement, Rallybio will acquire Candid pursuant to the Merger. At closing, Candid stockholders will receive newly issued shares of Rallybio common stock, with the exchange ratio to be determined based on the relative valuations of the two companies at closing. Immediately following closing, the combined company will change its name to Candid Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “CDRX”.
In connection with the Transaction, a syndicate of leading healthcare institutional investors and mutual funds has committed to invest over $505 million in a concurrent private financing in Candid. The Financing is expected to close immediately prior to the Merger. In connection with the Transaction certain stockholders of Candid and Rallybio have executed support agreements, pursuant to which they have agreed to vote all their shares of capital stock in favor of the Transaction.
Wedbush Securities Inc. is serving as financial advisor and Cooley LLP is serving as legal counsel to Candid. Evercore is serving as lead financial advisor, Citizens Capital Markets & Advisory is serving as co-financial advisor, and Ropes & Gray LLP is serving as legal counsel to Rallybio. Jefferies, BofA Securities, TD Cowen and Cantor Fitzgerald are serving as placement agents for the concurrent private financing. Latham & Watkins LLP is serving as legal counsel to the placement agents.
Conference Call Information
Rallybio and Candid will host a joint conference call and webcast on March 2, 2026 at 8:30 AM ET. Please access the presentation by clicking on the following link: https://edge.media-server.com/mmc/p/jb9yzuyf
About Candid Therapeutics
Candid Therapeutics is a clinical-stage biotechnology company focused on transforming the treatment of autoimmune and inflammatory diseases through novel T-cell engager (TCE) platforms. Candid is advancing two lead B-cell depleting TCEs, with a goal to broadly explore the potential of TCEs across multiple autoimmune diseases by targeting different B-cell protein targets, as well as evaluating different depths of B-cell depletion. For more information, visit www.candidrx.com.
About Cizutamig
Cizutamig is a bispecific antibody that can bind to B-cell maturation antigen (BCMA) on B-cells and CD3 on T-cells, enabling T-cell–mediated cytotoxicity against BCMA-expressing B-cells. Purposely designed to maintain cytotoxicity while limiting cytokine release, cizutamig has been clinically evaluated in patients with multiple myeloma and autoimmune diseases. Cizutamig is currently in multiple clinical studies across various autoimmune diseases.
About Rallybio
Rallybio (NASDAQ: RLYB) is a clinical-stage biotechnology company with a mission to develop and commercialize life-transforming therapies for patients with severe and rare diseases. Rallybio has built a pipeline of promising product candidates aimed at addressing diseases with unmet medical need in areas of complement dysregulation and hematology. The Company’s lead program, RLYB116, is a differentiated C5 inhibitor with the potential to treat diseases of complement dysregulation, with an initial focus on immune platelet transfusion refractoriness and refractory antiphospholipid syndrome. Rallybio’s pipeline also includes RLYB332, a preclinical long-acting matriptase-2 antibody for the treatment of diseases of iron overload. Rallybio is headquartered in New Haven, Connecticut. For more information, please visit www.Rallybio.com
Forward-Looking Statements
This press release contains 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 structure, timing and completion of the proposed Merger; the combined company’s listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; the expected management team of the combined company; expectations regarding the structure, timing and completion of the Financing, including investment amounts from investors, expected proceeds and impact on ownership structure; the combined company’s expected cash position at closing of the proposed Merger and the combined company’s cash runway following the proposed the Transaction; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for commencing clinical trials and announcing data and other clinical results; the potential of Rallybio stockholders to receive consideration pursuant to the CVRs; and other statements that are not historical fact. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. There can be no assurance that future developments affecting Rallybio, Candid or the proposed Transactions herein will be those that have been anticipated.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Rallybio’s and Candid’s control. Rallybio’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that the conditions to closing of the proposed Merger are not satisfied, including the failure to timely obtain stockholder approval for the merger agreement and the transactions contemplated thereby, if at all; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Rallybio and Candid to consummate the proposed Merger; (iii) risks related to Rallybio’s ability to manage its operating expenses and its expenses associated with the proposed Merger pending closing; (iv) risks related to the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the proposed Merger; (v) the risk that as a result of adjustments to the exchange ratio, Rallybio’s stockholders and Candid’s stockholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of Rallybio’s common stock relative to the value suggested by the exchange ratio; (vii) unexpected costs, charges or expenses resulting from the
proposed Transaction; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger; (ix) the uncertainties associated with Candid’s product candidates and platform technologies, as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; (x) risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs; (xi) uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; (xii) risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; (xiii) risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger, including with respect to future financial and operating results; (xiv) the risk that the Financing is not consummated; (xv) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement and any agreements entered into in connection therewith; and (xvi) the possibility that holders of CVRs may never receive any proceeds therefrom. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Rallybio’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, each filed with the SEC, and in other filings that Rallybio makes and will make with the SEC in connection with the proposed merger, including the Proxy Statement described below under “Additional Information and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Rallybio expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Rallybio or Candid.
Participants in the Solicitation
This communication relates to the proposed Transaction involving Rallybio and Candid and may be deemed to be solicitation material in respect of the proposed Transaction. In connection with the proposed Transaction, Rallybio will file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Rallybio may file with the SEC and or send to Rallybio’s stockholders in connection with the proposed merger transaction. Rallybio, Candid, and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from Rallybio’s stockholders with respect to the proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Rallybio is set forth in its proxy statement, which was filed with the SEC on April 7, 2025, and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described below. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF RALLYBIO ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RALLYBIO, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transactions herein or otherwise. 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.
Additional Information and Where to Find It
Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Rallybio with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by Rallybio with the SEC will also be available free of charge on Rallybio’s website at investors.rallybio.com, or by contacting Rallybio’s Investor Relations at investors@rallybio.com.
Investor Relations – Candid Therapeutics:
Arvind Kush
Info@candidrx.com
Investor and Media Relations – Rallybio:
Samantha Tracy
Rallybio Corporation
(475) 47-RALLY (Ext. 282)
investors@rallybio.com
Kevin Lui
Precision AQ
(212) 698-8691
Kevin.Lui@precisionaq.com
Transaction and Company Overview March 2, 2026 Exhibit 99.2
Disclaimer This presentation and the accompanying slides and oral commentary (this “Presentation”), which have been prepared by Candid Therapeutics, Inc. (the “Company”), are for informational purposes only, and shall not form the basis for or be relied on in connection with any investment decision with respect to the Company, Rallybio Corporation (“Rallybio”) or the combined company. This Presentation has been prepared by the Company based on information and data which the Company considers reliable, but no reliance shall be placed on, and no representation or warranty, express or implied, whatsoever is or will be given by the Company or any of its affiliates, directors, officers, employees or advisers or any other person as to the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. This Presentation may not be all inclusive and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to the Company. The recipient agrees and acknowledges that (i) this Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice, and (ii) the information contained in this Presentation is subject to change, and any such changes may be material. Certain matters discussed in this Presentation may contain forward-looking statements that are, by their nature, subject to significant risks and uncertainties. Forward-looking statements can be identified by words such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “seek,” “estimate,” “potential” or the negative of these terms or other similar terms. Forward-looking statements in this Presentation include, but are not limited to, statements about: expectations with respect to the proposed merger with Rallybio (the “Merger”) and the proposed concurrent financing, the structure and timing thereof, the use of proceeds therefrom, the ability of the parties to consummate the transactions and the expected post-closing ownership of the combined company; the combined company's listing in Nasdaq after the closing of the proposed Merger; the expected management team of the combined company; the combined company's expected cash runway; the potential of Rallybio stockholders to receive consideration pursuant to the Contingent Value Rights ("CVRs"); the Company’s product candidates and the potential benefits thereof and potential new indications; the Company’s expectations with regard to the design and results of its research and development programs, preclinical studies, and clinical trials, including the timing and availability of data from such studies and trials; the potential for the Company’s portfolio to deliver clinical milestones across multiple programs with first or best in class potential; the potential market size and size of the potential patient populations for the Company’s product candidates and any future product candidates; and the Company’s business strategy. Such forward-looking statements reflect the current views of the Company’s management regarding future events; they are not guarantees of future performance. These forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Rallybio’s and the Company’s control. The Company’s and the combined company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that the conditions to closing of the proposed Merger are not satisfied, including the failure to timely obtain stockholder approval for the merger agreement and the transactions contemplated thereby, if at all; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Rallybio and the Company to consummate the proposed Merger; (iii) risks related to Rallybio’s ability to manage its operating expenses and its expenses associated with the proposed Merger pending closing; (iv) risks related to the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the proposed Merger; (v) the risk that as a result of adjustments to the exchange ratio, Rallybio’s stockholders and the Company’s stockholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of Rallybio’s common stock relative to the value suggested by the exchange ratio; (vii) unexpected costs, charges or expenses resulting from the proposed transactions; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger; (ix) the uncertainties associated with the Company’s product candidates and platform technologies, as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; (x) risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs; (xi) uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; (xii) risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; (xiii) risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger, including with respect to future financial and operating results; (xiv) the risk that the concurrent financing is not consummated; (xv) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement and any agreements entered into in connection therewith; and (xvi) the possibility that holders of CVRs may never receive any proceeds therefrom. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Rallybio’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings that Rallybio makes and will make with the SEC in connection with the proposed transactions, including the Proxy Statement described below under “Additional Information and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Each of the Company and Rallybio expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. This Presentation does not purport to summarize all of the conditions, risks and other attributes of an investment in Rallybio or the Company.
Disclaimer (cont.) This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM or © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the owners to these trademarks, service marks, trade names and copyrights. Participants in the Solicitation This Presentation relates to the proposed transactions involving Rallybio and the Company and may be deemed to be solicitation material in respect of the proposed transactions. In connection with the proposed transactions, Rallybio will file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This Presentation is not a substitute for the Form S-4, the Proxy Statement or for any other document that Rallybio may file with the SEC and/or send to Rallybio’s stockholders in connection with the proposed transactions. Rallybio, the Company, and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from Rallybio’s stockholders with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of Rallybio is set forth in its proxy statement, which was filed with the SEC on April 7, 2025, and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described below. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF RALLYBIO ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RALLYBIO, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. No Offer or Solicitation This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transactions herein or otherwise. 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. Additional Information and Where to Find It Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Rallybio with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by Rallybio with the SEC will also be available free of charge on Rallybio’s website at investors.rallybio.com, or by contacting Rallybio’s Investor Relations at investors@rallybio.com.
The proceeds from the private financing are expected to be primarily used to advance Candid’s pipeline programs through various milestones Transaction Highlights Rallybio to acquire 100% of Candid equity interests in reverse-triangular merger with Candid surviving the merger as a wholly owned subsidiary of Rallybio Post-closing, Rallybio will be renamed Candid Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “CDRX” In connection with the Merger, Candid entered into subscription agreements for a concurrent oversubscribed and upsized private financing of over $505 million in gross proceeds Syndicate includes leading healthcare institutional investors and mutual funds, including Venrock Healthcare Capital Partners, RA Capital Management, Janus Henderson Investors, accounts advised by T. Rowe Price Associates, Inc., venBio Partners, Viking Global Investors, Cormorant Asset Management, Foresite Capital, Soleus Capital, TCGX, Vivo Capital, a life sciences focused institutional investor, several additional mutual funds and other institutional investors Structure Financing Primary Use of Proceeds Candid management team, led by Dr. Ken Song, will continue to lead the combined company post closing of transaction Management Team
Pro Forma Capitalization Table Calculations above are based on (i) Rallybio’s and Candid’s outstanding shares of common stock as of February 26, 2026, in each case, calculated on a fully-diluted basis, using the treasury stock method and (ii) an assumed Rallybio net cash amount of $37.5 million, and are subject to change based on the final number of shares of Rallybio and Candid outstanding immediately prior to the closing, calculated on a fully-diluted basis, using the treasury stock method, and Rallybio’s final net cash amount at closing. Shares outstanding / issued (in millions) Implied Valuation (in millions) Ownership in Pro-Forma Company Rallybio 6.1 $47.5 Candid 95.8 $750.0 Concurrent Financing 64.6 $505.5 Total 166.5 $1,303.0 3.65% 96.35%
Entrepreneurial team with proven development track record and recent exits Wholly-owned China entity for early clinical development Candid Therapeutics – TCEs for Autoimmune Diseases (AIDs) Broad pipeline with deep clinical experience in TCEs B-cell and plasma cell depletion has demonstrated substantial clinical efficacy in multiple AIDs, opening up a large market opportunity that can potentially parallel success of anti-tumor necrosis alpha therapies T-cell engager (TCE) antibodies are well positioned to be a primary modality for B-cell depletion BCMA TCE (cizutamig) – Potential first and best-in-class for AID entering global Phase 2 studies 87 patients dosed including 47 patients with AID* with low rates of cytokine release syndrome (CRS) Initial deeper therapeutic activity with less dosing frequency than anti-FcRn drug class CD19 and CD20 TCEs (CND261, CND319) – Potential for best-in-class profile for AID CND261, CD20 TCE, with 100+ patients dosed in oncology and AID* with low rates of CRS CND319, CD19/CD20 TCE, with encouraging non-human primate data. First-in-human studies planned for mid ’26. BCMAxCD19 TCE (CND460) – IND enabling studies initiated with first-in-human studies 1H ‘27 Ongoing clinical studies in over 10 indications with global Phase 2 studies launching in mid ‘26 for myasthenia gravis and interstitial lung disease Transformative Opportunity Differentiated Portfolio Approach (5 TCE programs) Strong Foundation *As of February 2, 2026
TCEs Have Attractive Profile for Deep B-cell Depletion Deep B-cell tissue depletion Predictable depletion Avoid Lymphodepletion Scalable Subcutaneous Auto CAR-T Y Y N N N Allo CAR-T Y Y N TBD N Allo NK TBD TBD N TBD N In vivo CAR TBD N Y Y N NK/myeloid engagers N N Y Y Y mRNA TCE TBD N Y Y N TCE Ab Y Y Y Y Y
Immune Reset and Immune Dimming with TCEs Flexibility with different dosing regimens with aim to achieve desired outcome Immune Reset Dosing Approach Full B or plasma cell depletion in tissues Drug free remission One treatment cycle Short term infection risk management Examples: Autologous CAR-T, high dose TCEs Immune Dimming Dosing Approach Partial B or plasma cell depletion in tissues Efficacy superior to standard of care Intermittent dosing (e.g. monthly or less often) Minimal to no infection risk Examples: Anti-FcRn, interleukin inhibitors, mAbs against B-cell targets, low dose TCEs Common attributes No leukapheresis or lymphodepletion Minimal CRS that can be readily managed IV or SC dosing
Immune Reset and Immune Dimming Can Offer Clinical Benefit Over Standard of Care for Patients Immune dimming TCE monotherapy (no steroids) Months Years Polypharmacy and long-term steroids Infection risk Standard of care Immune reset Drug free remission revaccinate TCE IVIG Infection risk
BCMA is Expressed on B-cells à Plasma cells Surface antigens are expressed differentially during B-cell and plasma cell development BCMA is expressed broadly across B-cells and plasma cells BCMA is highly expressed on plasma cells BCMA is also expressed at lower levels on B cells BCMA also found on plasmacytoid dendritic cells Comparison of BCMA expression among different B cell subsets in Healthy Controls NB – naïve B cells aNB – activated naïve B cells DN – double-negative B cells NSM – non-switched memory B cells SM – switched memory B cells PB – plasmablasts PC – plasma cells Martin et al., 2024 Schuh et al., 2017 Adapted from Lejeune et al. 2020 BCMA CD19 CD20
BCMA Targeting is Likely Needed to Effectively Reduce Autoantibodies CD19 and CD20 approaches likely insufficient Targeting BCMA (CAR-T) dramatically reduced “autoreactome” in cancer patients compared to targeting with CD19 (CAR-T) or CD20 (Rituximab) BCMA targeting likely needed to demonstrate maximal clinical efficacy in autoantibody-driven autoimmune diseases Custom proteome-wide PhIP-Seq autoantibody discovery platform (DeRisi Lab) Allows deep profiling of autoreactive repertoire (autoreactome) in healthy volunteers and patients References: Bodansky et al., JCI 2024 CAR-T CAR-T
Teclistamab (BCMA TCE) Shows Durable Disease Remission in Autoimmune Diseases Clinical experience from FAU Erlangen (Drs. Ricardo Grieshaber Bouyer and Georg Schett) Treatment with 1-2 cycles of teclistamab (variable dosing regimens) Reference: Bucci et al NEJM 2025
Candid Pipeline Drug Candidate Clinical Focus Discovery IND-enabling Phase 1 Phase 2 Phase 3 Anticipated Near-Term Milestones Cizutamig (BCMA/CD3) Autoantibody driven autoimmune diseases1 1H ‘26: Complete subcutaneous Ph1 study Mid ’26: Start Ph2 studies CND261 (CD20/CD3) Autoimmune diseases2 1H ‘26: Initial clinical data CND319 (CD19/CD20/CD3) Autoimmune diseases Mid ’26: First-in-human studies CND460 (BCMA/CD19/CD3) Autoimmune diseases 1H ’27: First-in-human studies 1Phase 1 multiple myeloma (MM) completed (40 patients) 2Phase 1 Non-Hodgkin’s lyphoma (NHL) completed (93 patients)
Development Programs – Phase Gates to Development Cizutamig (BCMA) CND261 (CD20) CND319 (CD19, CD20) CND460 (BCMA, CD19) Design 2+2 format Fc silenced, optimized CD3 1+1 format Fc effector, very weak CD3 1+1+1 format Fc silenced, optimized CD3 1+1+1 format Fc silenced, optimized CD3 In vitro data showing therapeutic index ✓ ✓ ✓ ✓ NHP – Deep B-cell tissue depletion ✓ n/a1 ✓ ✓ Oncology clinical data ✓2 ✓3 n/a4 n/a4 Low CRS/ICANS rates ✓ ✓ TBD TBD Deep B-cell tissue depletion ✓ ✓ TBD TBD Initial Clinical Activity ✓ TBD TBD TBD Durable Clinical Activity TBD TBD TBD TBD AID Patient Data Candid’s view on program value Note: Candid has not established the safety or efficacy of any product candidates. This chart is representative of the stages at which Candid has show various results in preclinical or clinical evaluation, which results may not be reproducible in future longer more advance clinical trials. 1Poor cross reactivity to NHP; 2MM Phase 1; study; 3NHL Phase 1 study; 4No plans to evaluate in oncology patients
First-in-Human (multiple autoimmune diseases) Rapidly enrolling patients across multiple indications to allow clinical data-driven prioritization for Phase 2 Establish robust safety profile of Candid TCEs across multiple indications Assess biomarker and tissue depletion data to establish deep B-cell depletion Identify and prioritize diseases that are primarily driven by B-cell pathology Pursue multiple paths to data generation including Candid-run operations in China Meaningful cost and time efficiency can be realized Local team ensures streamlined execution with proper oversight Clinical Development Strategy Streamlined clinical proof-of-concept utilizing multiple data generation paths Multiple Phase 2 studies Disease prioritization based on first-in-human studies results Dose and dosing regimen identified Refined regulatory strategy IITs INDs Compassionate use
Clinical Development Focused on Large Market Indications Myasthenia gravis Graves’ disease Thyroid eye disease Ulcerative colitis IgA nephropathy Allergy Rheumatoid arthritis Interstitial lung disease Systemic sclerosis Sjogren’s disease Systemic lupus Strong clinical rationale, market expansion Autoimmune hepatitis ANCA vasculitis Idiopathic inflammatory myopathies Transplant alloantibodies Established commercial market High unmet need Multibillion dollar market opportunities
Cizutamig – BCMA/CD3 Clinical Stage Antibody Design elements High affinity binding to BCMA which is expressed on B and plasma cells Optimized CD3 binding to maximize direct cell killing and minimize release of cytokines which can cause side effects In vitro data à reduced cytokine release while maintaining B-cell cytotoxicity as compared to other BCMA TCEs Clinical data in oncology and autoimmune Ph 1 dose escalation (0.2mg to 300mg, 10 cohorts, n=40) completed in patients with multiple myeloma in Australia and China 47 patients dosed across multiple autoimmune diseases* Manufacturing – Subcutaneous formulation developed (2+2 binding) Purposefully designed to mitigate cytokine release while maintaining cytotoxicity Fc silenced CD3 optimized *As of February 2, 2026
Cizutamig Shows Improved Therapeutic Index Over Teclistamab Based on In Vitro Studies IL-6 TNFa IFNg Cytolytic Killing Similar cytotoxicity Lower cytokine release
Cizutamig Clinical Data in Multiple Myeloma (MM) Improved CRS Profile with Comparable Efficacy Compared to Other BCMA TCEs 1Cizutamig at 60mg to 200mg target dose with step-up dosing (n=13) 2Cizutamig at all doses tested (n=40) Note: Information provided is for illustrative purposes only. No head-to-head trial has been conducted evaluating cizutamig against other data included herein which are from registrational clinical studies. Differences exist between clinical trial design, patient population, drug candidate and drug product themselves, and caution should be exercised when comparing data across trials. References: An G et al. ASH 2024 #3377; Moreau P et al. NEJM 2022; Lesokhim A et al. Nature Medicine 2023; Wong S et al. EHA 2023; Bumma N et al. JCO 2024 1 2
Cizutamig (BCMA TCE) Showed “Immune Reset” Profile Deep tissue B cell and plasma cell depletion in first AID patient treated with cizutamig CD19+ B cells Plasma cells Lymph node Bone marrow Deep tissue B cell depletion 40 yr refractory rheumatoid arthritis patient No CRS/ICANS Lymph node and bone marrow biopsies taken after 3rd dose of cizutamig dosing (weekly IV) Deep B and plasma cell depletion observed B cells reconstitute with naïve B cell phenotype at ~4 months Returning B cells are CD27 neg, IgD pos Peripheral B cells restored are naïve
“Immune Reset” Profile Was Consistently Demonstrated Bone marrow and/or lymph node biopsies available in 4 patients Patient disease Timing of Biopsy Bone Marrow (Flow cytometry) % reduction Lymph Node (IHC) % reduction RA (previous slide) 4 wks (after 3 doses) Minimal/no B-cells and plasma cells No baseline biopsy Systemic sclerosis 8 wks (after 5 doses) n/a Systemic sclerosis 8 wks (after 5 doses) n/a Dermatomyositis 7 wks (after 5 doses) n/a Plasma cells B cells Plasma cells B cells Plasma cells B cells* Plasma cells B cells *mature B-cells (CD19+ and CD38++ or CD38 low)
Dose group 1 Dose group 2 Dose group 3a Timepoint (wks)b 16 4 <2 Average ∆QMG (min, max) -19.3 (-7, -29) -9.3 (-7, -11) n/a Average ∆MG-ADL (min, max) -6.7 (-4, -8) -7.3 (-6, -9) n/a MG-ADL2 QMG1 cizutamig Phase 1 Myasthenia Gravis (MG) Study – Emerging Data Early cohorts show robust and consistent clinical response in refractory patients aAs cohort is <2 weeks, insufficient time to assess bLatest timepoint with full cohort evaluable Prior Therapies % of total (n=9) Anti-FcRn 5 (56%) High dose IVIG or PLEX3 5 (56%) Rituximab 1 (11%) Steroids 9 (100%) cizutamig Note: Data as of Feb 2, 2026 1Quantitative myasthenia gravis (QMG) is a physician assessment of MG disease activity 2MG activities of daily living (MG-ADL) is a patient reported outcome 3Plasma exchange (PLEX)
Debilitating and progressive lung disease leading to mortality Certain rheumatological diseases have high prevalence of ILD leading to >100K patients in U.S. alone Approved therapies at best stabilize FVC… Disease Prevalence % with ILD ILD Patients Systemic sclerosis 100K 40% – 75% 40K – 75K Idiopathic myopathy 75K 40% – 50% 30K – 37K Sjogren’s 125K 10% – 20% 12K – 25K Lupus 205K 3% – 10% 6K – 20K … While BCMA TCE (teclistamab) improves lung function Increase in FVC (n=1) Large Market Opportunity >100K Interstitial Lung Disease (ILD) Overview High unmet need with BCMA targeting as promising therapeutic approach References: Khanna et al Lancet 2020, Distler et al NEJM 2019, Siegert et al Ann Rheum Dis 2025. Bucci et al NEJM 2025 Improved lung diffusion (n=5) OFEV (nintedanib) Actemra (tociluzumab)
Cizutamig Improved Lung Function in ILD Illustration of two highly refractory and advanced patients treated. Follow-up ongoing. Patient 1 Patient 2 Rapidly progressive SSc over 6 months with multi-organ involvement Prior meds: Methotrexate, steroids cyclophosphamide Chronic SSc with ILD progression over 13 yrs Prior meds: Methotrexate, cyclosporine, mycophenolate mofetil, tocilizumab, upadacitinib, nintedanib, sildenafil, bosentan Baseline Post Treatment Baseline Week 12 Week 24 FVC (%) 42 48 54 FVC (L) 1.38 1.58 1.77 DLCO (%) 32 48 48 Baseline* Week 12 Week 30 FVC (%) 69 80 88 FVC (L) 3.02 3.52 3.82 DLCO (%) 51 47 58 6MWT (m) 0 n/a 250 * 2mo prior to dosing, unable to get baseline due to worsening disease Baseline Post Treatment All SSc meds stopped with cizutamig treatment in both patients Note: Data as of Feb 2, 2026
Cizutamig Upcoming Planned Phase 2 Studies Indication Treatment arms Key endpoints Geography Expected Study Start MG Cizutamig (dimming and reset doses) VYVGART® Change in QMG and MG-ADL China Mid 2026 MG Cizutamig - multiple low doses Placebo Change in QMG and MG-ADL Global Mid 2026 MG Cizutamig – reset dose Change in QMG and MG-ADL US and/or EU 1H 2027 ILD secondary to rheumatological diseases Cizutamig – reset dose Standard of care Change in FVC Global Mid 2026
Phase 1 Systemic Lupus Erythematosus (SLE) Study – Emerging Data Disease improvement with corroborative pharmacodynamic (PD) effects SLEDAI-2K is a disease activity index for SLE with lower scores representing lower disease activity C3 and C4 are complement proteins which are low during SLE disease flare activity cizutamig cizutamig cizutamig Note: Data as of Feb 2, 2026
Consistent Reduction in AutoAb Across Autoimmune Diseases SLE SLE SSc RA RA IgAN Low to higher dose
Cizutamig – Potential Best-in-Class BCMA TCE Safety Data Low CRS rates and no ICANS Mild CRS in <15% of patients with no Grade 3 or higher events1. No ICANS. Other treatment emergent adverse events (TEAEs) were equally manageable >92% of all patients with TEAEs were of Grade 1 or 2 Most common treatment related TEAEs: Hypogammaglobulinaemia (39%), can be further mitigated with proactive IVIG therapy Lymphocyte decreased (23%) consistent with T cell margination Infections Most common infectious treatment related TEAEs: upper respiratory tract infection (13%) 3 Treatment emergent serious adverse events (Pneumonia x1, COVID x2) – all treated and resolving/resolved No deaths, serious unexpected serious adverse reaction, or dose limiting adverse events 1Highest grade CRS per patient reported 2Grade 2 CRS with first priming dose. Transient (<30 min) asymptomatic hypotension responsive to IV fluids Note: Data as of Feb 2, 2026
Phase 1 – Minimal Cytokine Release with Cizutamig Minimal cytokine changes Priming dose is effective in mitigating subsequent cytokine release with additional doses MG SLE cizutamig Note: Data as of Feb 2, 2026
CND261– CD20/CD3 Clinical Stage Antibody Design elements High affinity binding to CD20 which is expressed broadly on B-cells Retained Fc effector function with very weak CD3 affinity In vitro data à reduced cytokine release while maintaining B-cell cytotoxicity as compared to other CD20 TCEs Clinical data in oncology and autoimmune Ph 1 dose escalation (1mg to 300mg, 9 cohorts, n=94) completed in patients with lymphoma in Australia and China 26 patients dosed in rheumatoid arthritis, systemic lupus, and vasculitis Manufacturing – GMP manufacturing currently at 500L scale with ability to further scale-up as needed (1+1 binding) Purposefully designed to mitigate cytokine release while maintaining cytotoxicity Fc effector intact CD3 very weak
CND261 Clinical Data in Non-Hodgkin’s Lymphoma Improved CRS Profile with Comparable Efficacy Compared to Other CD20 TCEs References: Kim S et al. Nature Cancer 2025; Dickinson M et al NEJM 2022 Hutchings M et al. Lancet 2021 Note: Information provided is for illustrative purposes only. No head-to-head trial has been conducted evaluating CND261 against other data included herein. Differences exist between clinical trial design, patient population, drug candidate and drug product themselves, and caution should be exercised when comparing data across trials. CND261 3mg to 200mg target dose with step-up dosing. Top tested dose was 300mg. Safety data includes 60 patients as more patients evaluable for safety
CND261 – Tissue B-cell Depletion Observed and Well Tolerated Biopsy data available in four patients – deep CD20+ B-cell depletion observed CRS limited to Grade 1 only (19%) with No ICANS CND261 (autoimmune, n=26) CRS (total) 5 (19%) Grade 1 5 (19%) Grade 2 0 (0%) Grade 3+ 0 (0%) ICANS 0 (0%) Patient disease Timing of Biopsy Lymph Node Findings RA 8 wks Post Rx biopsy shows no B-cell reduction. No baseline biopsy. +ADA with impact on drug PK confirmed. RA 6 wks Post Rx biopsy shows full depletion of CD19 and CD20 B-cells. No baseline biopsy. SLE 4 wks 100% depletion of CD20+ B-cells, some CD19+ B-cells remain (preliminary) SLE 4 wks 100% depletion of CD20+ B-cells, some CD19+ B-cells remain (preliminary) Note: Data as of Feb 2, 2026
CND319 – CD19/CD20/CD3 Trispecific Optimized design for deep B cell depletion with minimal cytokine release Optimized design to facilitate dual targeting immune synapse formation CD19 on top of CD3 on one arm and CD20 on the other arm Leverages robust CD20 expression to minimize dose and mitigate risk of CRS For CD20 low expressing cells, leverages higher CD19 co-expression to ensure depletion CD3 binding domain: fast on/fast off kinetics to minimize cytokine release while preserving cytotoxicity IND-enabling studies completed with first-in-human studies expected to initiated in mid-2026 B cell
CND319 Shows Encouraging Data in Non-Human Primates Single dose CND319 showed deep tissue B-cell depletion and minimal cytokine release Spleen Bone Marrow Lymph Node Tissue B-cells (7 days after single dose) 40 30 20 10 0 15 10 5 0 40 30 20 10 0 50 % CD20 B Cells % CD20 B Cells % CD20 B Cells Additional cytokines tested below lower limits of quantification: IL4, IL5, IL10, IL13, TNF Serum cytokines
Intellectual Property (IP) Summary Licensor Territory IP Cizutamig (BCMA TCE) Shanghai EpimAb Biotherapeutics Worldwide except Greater China1 Composition of matter patent family expires 20402 Additional patient applications filed CND261 (CD20 TCE) Edding Genor Group Worldwide except Greater China1 Composition of matter patent family expires 20382 Additional patient applications filed CND319 (CD19, CD20 TCE) WuXi Biologics Worldwide Composition of matter patent family expires 20452 Additional patient applications filed 1China, Hong Kong, Macau and Taiwan 2Potential for patent term extension
Candid’s Strategic Playbook to Win Playbook Elements T-cell engager (TCE) antibodies Emerging clinical data show TCEs can match auto CAR-T on deep B cell depletion for immune reset We believe TCEs have an attractive profile for broad outpatient adoption – scalable and subcutaneous Portfolio approach Multiple drugs targeting different B cell antigens allows one to maximize potential value Not all diseases driven primarily by B cell pathology so obtaining clinical data across diseases is key Clinical data to drive decisions Clinical data is paramount to guide dose optimization and indication selection Many companies have been slow to recruit autoimmune patients for deep B-cell depletion Solely focused on TCEs for autoimmune diseases 70+ patients dosed since starting clinical evaluation Q2 ‘25 Fully operational team in China is capitalizing on the efficiencies to rapidly generate clinical data Potential first and best-in-class BCMA TCE in AID Potential best-in-class CD19 and/or CD20 TCE Double digit clinical studies ongoing
Exhibit 99.3
Candid Therapeutics and Rallybio Corporation
Merger Agreement + Concomitant Private Placement Announcement
Webcast Call Transcript
Date: Monday, March 2, 2026
Time: 8:30 AM ET
CORPORATE PARTICIPANTS
Dr. Stephen Uden, M.D., Co-Founder and Chief Executive Officer, Rallybio Corporation
Dr. Ken Song, M.D., Chairman, President and Chief Executive Officer, Candid Therapeutics, Inc.
Good morning and welcome to the Rallybio Corporation Conference Call to discuss the merger of Rallybio and Candid Therapeutics. It’s now my pleasure to turn the call over to Dr. Stephen Uden, Co-Founder and CEO of Rallybio
PRESENTATION
Dr. Stephen Uden, M.D., Co-Founder and Chief Executive Officer, Rallybio Corporation
“Thank you and good morning. Before we begin, I’d like to remind you that this discussion will contain forward-looking statements based upon the current expectations of Rallybio and Candid, which include, but are not limited to, statements regarding the expected timing, completion, effects and intended outcomes for the proposed transactions, and our future expectations, plans and prospects for the combined company, including use of proceeds, expected cash runway and expected milestones. Such statements represent management’s judgment and intention as of today and involve assumptions, risks and uncertainties. Except to the extent required by law, we do not undertake any obligation to update any forward-looking statements. We also caution you against placing undue reliance on any forward-looking statements.
Further, as indicated on these slides, Rallybio intends to file a registration statement and accompanying proxy statement and prospectus with the Securities and Exchange Commission relating to the proposed transactions. Please be advised to read, when available, these and other relevant documents filed with the SEC. Please refer to the accompanying slides for more details on these forward-looking statements.
I will now turn the conference over to Dr. Ken Song, Chairman, President and Chief Executive Officer of Candid Therapeutics.”
Dr. Ken Song, M.D., Chairman, President and Chief Executive Officer, Candid Therapeutics, Inc.
Thank you, Stephen, and good morning everyone. I want to thank Rallybio for their confidence in our mission and for the collaborative spirit they have brought to this process.
We are thrilled to share the Candid story more broadly today, and to outline our plans to advance what we believe is the most differentiated pipeline of T-cell engager, or TCE, therapeutics for autoimmune disease in development.
Over the past 16 years as a serial entrepreneur, I have built companies around a consistent theme: find areas where clinical or technical data already supports and helps derisk a compelling opportunity, yet broader conviction has not yet caught up with the science. My first company, Ariosa Diagnostics, ventured into liquid biopsy in 2009. More recently, in 2020, I launched RayzeBio, a radiopharmaceuticals company for cancer. Both of these areas were not popular within the industry at the time of founding. Following the acquisition of RayzeBio by Bristol Myers Squibb in early 2024, I again went searching the broader industry landscape for things that seemed to work but weren’t getting the attention I felt they deserved. Clinical data using CAR-T cell therapy in autoimmune diseases showed the ability to reset the immune system leading to significant clinical benefit. However, the pursuit of TCEs, which can mimic CAR-T effects were largely being ignored, despite TCEs having several clear advantages.
After evaluating numerous clinical stage TCE programs globally, which were initially being developed in oncology, we identified two assets, cizutamig (our BCMA TCE) and CND261 (our CD20 TCE) which we in-licensed to focus development in autoimmune diseases, built an initial team, and then secured funding to formally launch Candid Therapeutics in September 2024.
Our founding conviction was straightforward: TCE antibodies have the potential to be a transformative modality in autoimmune disease, capable of achieving deep B-cell and plasma cell depletion in a scalable, outpatient-friendly manner.
Since founding Candid, the field has evolved rapidly with clinical data now showing the potential of TCEs in autoimmune diseases.
We run Candid with the mindset to play to win and be the leader for TCEs in autoimmune diseases. To accomplish this, we have hyperfocus on execution with the following results:
| 1. | An expanded TCE portfolio—In addition to cizutamig and CND261, we have built up our TCE portfolio with two additional trispecific TCEs – CND319 which targets CD19 and CD20 and is poised to enter first-in-human clinical trials by the middle of this year and CND460 which targets BCMA and CD19 and is expected to enter first-in-human clinical trials the first half of 2027. |
| 2. | Lead decision making with clinical data – Since dosing our first autoimmune patient in the Spring of 2025, we have now dosed over 70 patients with autoimmune disease with our TCEs. This clinical experience has been invaluable in allowing us to be data driven to make decisions. Part of our success in generating clinical data has been through establishing a team in China to take advantage of the operational and financial efficiencies for clinical studies in China. |
| 3. | Advance into mid stage clinical development – Based on clinical findings, we are prioritizing the development of cizutamig into several global Phase 2 clinical studies in myasthenia gravis and interstitial lung disease. |
In addition to the immune reset strategy with our TCEs in which we look to deeply deplete B cells and plasma cells for a “one and done” approach to achieve long term disease remission, we have also put forth the concept of “immune dimming,” which targets partial depletion. With immune dimming, we would expect intermittent TCE dosing that provides superior efficacy over standard of care with a strong safety profile. The immune reset and immune dimming approach we believe is unique to TCEs and both can be pursued in parallel as they are not mutually exclusive.
Our lead program, cizutamig is a BCMA TCE that we view as a potential first and best in class drug candidate for autoimmune disease. We have dosed 47 autoimmune patients across multiple indications, with global Phase 2 studies in myasthenia gravis and interstitial lung disease expected to initiate in mid-2026.
The data we have generated to date are encouraging across three dimensions:
| 1. | Deep B-cell and plasma cell depletion – Based on lymph node and bone marrow biopsies taken from 4 patients treated with cizutamig, we have shown deep depletion of B-cells as well as plasma cells suggestive of an immune reset effect. |
| 2. | Clinical activity – Across multiple disease indications, we are seeing consistent decreases in autoantibodies and more importantly, clinical responses. For generalized myasthenia gravis, in our Phase 1 multi-center dose trial in China, we have observed significant improvements in QMG and MG-ADL scores, which are physician and patient assessments of disease activity, respectively. In highly refractory patients with interstitial lung disease due to systemic sclerosis, we have treated 2 patients as part of compassionate use and seen improvements in lung function in each patient, as measured by increases in forced vital capacity. |
| 3. | Good safety profile – Across 47 patients with autoimmune disease who have received cizutamig, the overall rate of cytokine release syndrome (CRS) has been less than 15% with all cases being mild. There have been no unexpected treatment emergent serious adverse events. |
For targeting of B-cells, we have two drug candidates – CND261, a CD20 TCE which is in clinical trials and CND319, a dual targeting CD19 and CD20 TCE which is expected to start first-in-human testing in the middle of this year. CND261 has also shown deep B cell depletion in lymph nodes of patients with autoimmune disease with good tolerability.
We see tremendous potential for TCEs to be a leading modality for autoimmune diseases. At Candid, we are hyperfocused on execution to generate clinical data to guide further decisions and development of our TCE programs so that these drug candidates can reach patients globally as quickly [and safely] as possible.
This over $500 million capital raise in addition to our current cash on balance sheet is expected to provide sufficient runway to advance multiple programs through Phase 2 and into pivotal registrational studies assuming positive Phase 2 data.
Thank you to all the employees, advisors, business partners, physicians, patients, and investors who believe in our mission and join us on this TCE journey.
This concludes my remarks and I will now hand the call back to the operator.
Operator
Ladies and gentlemen, this concludes our conference for today. All parties may now disconnect.
FAQ
What did Rallybio (RLYB) announce regarding its merger with Candid Therapeutics?
How will ownership of the combined Candid–Rallybio company be split after the merger?
What is the size and purpose of the concurrent financing tied to the Rallybio–Candid merger?
What contingent value rights (CVRs) will Rallybio stockholders receive in the merger with Candid?
What closing conditions must be satisfied for the Rallybio–Candid merger to complete?
How did Rallybio regain compliance with Nasdaq’s minimum bid price requirement?
Who will lead the combined company after the Rallybio–Candid transaction closes?
Filing Exhibits & Attachments
15 documentsAgreements & Contracts
