Rallybio (RLYB) to receive $50,000,000 after Candid chooses UCB deal

Rhea-AI Filing Summary

Rallybio Corporation’s planned merger with Candid Therapeutics will not proceed after Candid ended their agreement and signed a Permitted Alternative Agreement with UCB S.A. Instead of completing the transaction, Rallybio is entitled to receive a $50,000,000 Parent Termination Fee from Candid under the merger terms.

Rallybio, Candid and UCB also signed a waiver on May 1, 2026 that adjusts certain notice rights, allows payment of the termination fee and expense reimbursements on the first business day after termination, and includes broad mutual releases of claims related to the merger agreements and contemplated transactions. Rallybio plans to withdraw its previously filed Form S-4 registration statement.

Insights

Equity analyst

Rallybio loses a strategic merger but gains a sizable $50 million cash fee.

Candid Therapeutics chose an alternative deal with UCB S.A., ending its merger with Rallybio. Under the original merger contract, this triggers a $50,000,000 Parent Termination Fee payable to Rallybio instead of moving forward with the combination.

The parties entered a waiver on May 1, 2026 that modifies notice rights, schedules the fee and expense reimbursement for payment shortly after termination, and establishes mutual releases of merger-related claims. Rallybio also intends to withdraw its Form S-4, signaling that integration and combined-pipeline expectations tied to Candid will not materialize, while the cash inflow may strengthen its standalone balance sheet.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Parent Termination Fee: $50,000,000 Form S-4 filing date: March 17, 2026 Form S-4 amendment date: April 24, 2026

3 metrics

Parent Termination Fee $50,000,000 Fee payable to Rallybio after Candid terminates merger and signs alternative agreement with UCB

Form S-4 filing date March 17, 2026 Initial filing date of Rallybio’s Form S-4 tied to the now-terminated Candid merger

Form S-4 amendment date April 24, 2026 Amendment date of the Form S-4 that Rallybio now intends to withdraw

Key Terms

Agreement and Plan of Merger and Reorganization, Parent Termination Fee, Permitted Alternative Agreement, Form S-4, +1 more

5 terms

Agreement and Plan of Merger and Reorganization regulatory

"Rallybio entered into an Agreement and Plan of Merger and Reorganization with Candid"

Parent Termination Fee financial

"As a result of the termination of the Merger Agreement, Rallybio is entitled to receive a $50,000,000 Parent Termination Fee"

Permitted Alternative Agreement regulatory

"Candid terminated the Merger Agreement concurrently with entering into a Permitted Alternative Agreement with UCB"

Form S-4 regulatory

"Rallybio intends to withdraw its registration statement on Form S-4 initially filed with the SEC"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

Company Stockholder Support Agreement regulatory

"waived certain of its rights under the Merger Agreement and the Company Stockholder Support Agreement"

Understanding 8-K Material Events →

Rallybio Corp NASDAQ false 0001739410 0001739410 2026-05-03 2026-05-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 3, 2026

RALLYBIO CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware		001-40693		85-1083789
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

234 Church Street

New Haven, Connecticut 06410

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 859-3820

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		RLYB		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on March 1, 2026, Rallybio Corporation (“Rallybio”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Candid Therapeutics, Inc. (“Candid”), and Farmington Merger Sub, Inc., a wholly-owned subsidiary of Rallybio (“Merger Sub”). For a description of the Merger Agreement, please refer to Item 1.01 of Rallybio’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026 (the “March 2026 8-K”), which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the March 2026 8-K, which is incorporated herein by reference.

On May 3, 2026, Candid terminated the Merger Agreement concurrently with entering into a Permitted Alternative Agreement (as defined in the Merger Agreement) with UCB S.A. (“UCB”). As a result of the termination of the Merger Agreement, Rallybio is entitled to receive a $50,000,000 Parent Termination Fee (as defined in the Merger Agreement). In connection with such termination, on May 1, 2026, Rallybio, Candid and UCB entered into a waiver to the Merger Agreement (the “Waiver”), pursuant to which (a) Rallybio (i) waived certain of its rights under the Merger Agreement and the Company Stockholder Support Agreement (as defined in the Merger Agreement) related to the Company Determination Notice and Company Notice Period; (ii) agreed that the payment by Candid of the Parent Termination Fee and the reimbursement of certain expenses could be paid on the first business day after the termination of the Merger Agreement; and (iii) subject to Rallybio receiving such fee and expense reimbursement, agreed to release all claims against Candid, UCB and their respective affiliates in respect of the Merger Agreement, the Contemplated Transactions (as defined in the Merger Agreement) or the termination of the Merger Agreement or the Company Stockholder Support Agreement, and (b) Candid and UCB, on behalf of themselves and their respective affiliates, agreed to release Parent and its affiliates from all claims in respect of the Merger Agreement, the Contemplated Transactions or the termination of the Merger Agreement or the Parent Stockholder Support Agreement (as defined in the Merger Agreement). Rallybio intends to withdraw its registration statement on Form S-4 initially filed with the SEC on March 17, 2026 and amended on April 24, 2026.

The summary of the Waiver set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of the Waiver, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
2.1		Waiver, dated as of May 1, 2026, by and among Rallybio Corporation, Candid Therapeutics, Inc. and UCB S.A.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 4, 2026				By:		/s/ Jonathan I. Lieber
				Name:		Jonathan I. Lieber
				Title:		Chief Financial Officer and Treasurer

FAQ

What happened to Rallybio (RLYB)’s planned merger with Candid Therapeutics?

The planned Rallybio–Candid merger was terminated after Candid entered a Permitted Alternative Agreement with UCB S.A. Instead of completing the combination, Rallybio will receive a contractual termination fee and related expense reimbursement under the existing merger documents.

How much is the termination fee Rallybio (RLYB) will receive from Candid?

Rallybio is entitled to a $50,000,000 Parent Termination Fee from Candid. This fee arises under the existing merger agreement terms after Candid chose an alternative transaction with UCB S.A., compensating Rallybio for the terminated deal.

What is the waiver agreement among Rallybio, Candid and UCB S.A.?

On May 1, 2026, Rallybio, Candid and UCB signed a waiver modifying certain notice rights, timing the payment of the termination fee and expenses, and providing mutual releases of claims related to the merger, contemplated transactions and associated stockholder support agreements.

How does the terminated Candid merger affect Rallybio’s Form S-4 filing?

Because the merger with Candid will not proceed, Rallybio plans to withdraw its Form S-4 registration statement. That Form S-4 had been initially filed in March 2026 and later amended in April 2026 in connection with the now-terminated transaction.

What claims are being released under the Rallybio–Candid–UCB waiver?

Subject to payment of the termination fee and expense reimbursement, Rallybio agrees to release claims against Candid, UCB and their affiliates relating to the merger and termination. In turn, Candid and UCB agree to release Rallybio and its affiliates from comparable merger-related and stockholder-support-agreement claims.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-2.1 EX-2.1 10.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB