RLYB / Rallybio Corporation - SEC申報文件,年度報告,委任書

拉力生物公司
US ˙ NasdaqCM ˙ US75120L1008

基本數據
CIK 1739410
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rallybio Corporation
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會(SEC)申報文件列表,不包括我們在其他地方提供的所有權申報。
June 1, 2026 EX-10.4

CONTINGENT VALUE RIGHTS AGREEMENT

EX-10.4 Exhibit 10.4 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is entered into by and between Rallybio Corporation, a Delaware corporation (“Rallybio”), and [•], a [•], as Rights Agent (as defined herein). RECITALS A. Rallybio, Farmington Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary

June 1, 2026 8-K

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 31, 2026 RALLYBIO CORPORATION

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 31, 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

June 1, 2026 EX-10.1

SUPPORT AGREEMENT

EX-10.1 Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (THIS “AGREEMENT”) is made as of May 31, 2026, by and between AVENZO THERAPEUTICS, INC., a Delaware corporation (“Company”), and the Person set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockholder is the holder of the number of shares of common stock, par value $0.0001 per share (“Common Stock”

June 1, 2026 EX-10.6

REGISTRATION RIGHTS AGREEMENT

EX-10.6 Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 31, 2026, is entered into by and among Avenzo Therapeutics, Inc., a Delaware corporation, Rallybio Corporation, a Delaware corporation (the “Parent”), and the several investors signatory hereto (individually as a “Purchaser” and collectively together with their respective permi

June 1, 2026 EX-10.8

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.8 Exhibit 10.8 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This second amendment (this “Amendment”) amends the Employment Agreement (the “Agreement”), dated as of February 1, 2023, as amended by that certain Amendment to Employment Agreement (the “First Amendment”), between Rallybio Corporation, a Delaware corporation (the “Company”), and Jonathan I. Lieber (the “Executive”) and is effective as

June 1, 2026 EX-99.3

1

EX-99.3 Exhibit 99.3 Avenzo Therapeutics and Rallybio Corporation Merger Agreement + Concomitant Private Placement Announcement Webcast Call Transcript Date: June 1, 2026 Time: 8:30 AM ET CORPORATE PARTICIPANTS Dr. Stephen Uden, M.D., Co-Founder and Chief Executive Officer, Rallybio Corporation Dr. Athena Countouriotis, M.D., Chair, President and Chief Executive Officer, Avenzo Therapeutics, Inc.

June 1, 2026 EX-2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION RALLYBIO CORPORATION, a Delaware corporation; FARMINGTON MERGER SUB, INC., a Delaware corporation; and AVENZO THERAPEUTICS, INC., a Delaware corporation Dated as of May 31, 2026

EX-2.1 Exhibit 2.1 STRICTLY CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: RALLYBIO CORPORATION, a Delaware corporation; FARMINGTON MERGER SUB, INC., a Delaware corporation; and AVENZO THERAPEUTICS, INC., a Delaware corporation Dated as of May 31, 2026 TABLE OF CONTENTS Page SECTION 1. DESCRIPTION OF TRANSACTION 2 1.1 The Merger 2 1.2 Effects of the Merger 2

June 1, 2026 EX-10.2

SUPPORT AGREEMENT

EX-10.2 Exhibit 10.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (THIS “AGREEMENT”) is made as of May 31, 2026, by and between RALLYBIO CORPORATION, a Delaware corporation (“Parent”), and the [Person] set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockholder is the holder of the number of shares of class A common stock, par value $0.0001 per share (“Common St

June 1, 2026 EX-10.9

AMENDMENT TO CONFIDENTIAL RELEASE AND SEPARATION AGREEMENT

EX-10.9 Exhibit 10.9 AMENDMENT TO CONFIDENTIAL RELEASE AND SEPARATION AGREEMENT This amendment (this “Amendment”) amends the Confidential Release and Separation Agreement (the “Agreement”), dated as of March 31, 2026, between Rallybio Corporation, a Delaware corporation (the “Company”), and Steven Ryder (“Dr. Ryder”) and is effective as of the date set forth on the signature page hereto. Except as

June 1, 2026 EX-99.1

Rallybio Corporation and Avenzo Therapeutics Announce Merger Agreement to Advance Next-Generation Oncology Therapies and $215 Million Concurrent Private Placement Combined company to operate as Avenzo Therapeutics, advancing a leading portfolio of ne

EX-99.1 Exhibit 99.1 Rallybio Corporation and Avenzo Therapeutics Announce Merger Agreement to Advance Next-Generation Oncology Therapies and $215 Million Concurrent Private Placement Combined company to operate as Avenzo Therapeutics, advancing a leading portfolio of next-generation oncology therapies, including small molecules and antibody-drug conjugates Concurrent oversubscribed private placem

June 1, 2026 EX-10.5

SUBSCRIPTION AGREEMENT

EX-10.5 Exhibit 10.5 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2026 (the “Effective Date”) by and among Avenzo Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used

June 1, 2026 EX-99.2

Disclaimer This presentation and the accompanying slides and oral commentary (this “Presentation”), which have been prepared by Avenzo Therapeutics, Inc. (the “Company” or “Avenzo”), are being delivered and/or presented to a limited number of parties

EX-99.2 Exhibit 99.2 Avenzo Therapeutics Transaction and Company Overview June 1, 2026 1 Disclaimer This presentation and the accompanying slides and oral commentary (this “Presentation”), which have been prepared by Avenzo Therapeutics, Inc. (the “Company” or “Avenzo”), are being delivered and/or presented to a limited number of parties for discussion purposes only, and shall not form the basis f

June 1, 2026 425

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 31, 2026 RALLYBIO CORPORATION

425 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 31, 2026 RALLYBIO CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-40693 85-1083789 (State or other jurisdiction of incorporation) (Commission F

June 1, 2026 EX-10.7

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.7 Exhibit 10.7 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This second amendment (this “Amendment”) amends the Second Amended and Restated Employment Agreement (the “Agreement”), dated as of August 1, 2023, as amended by that certain Amendment to Employment Agreement (the “First Amendment”), between Rallybio Corporation, a Delaware corporation (the “Company”), and Stephen Uden (the “Executive”)

June 1, 2026 EX-10.3

Lock-Up Agreement May 31, 2026

EX-10.3 Exhibit 10.3 Lock-Up Agreement May 31, 2026 Ladies and Gentlemen: The undersigned (the “Stockholder”) understands that: (i) RALLYBIO CORPORATION., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of May 31, 2026 (the “Merger Agreement”), with AVENZO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and FARMINGTON MER

May 13, 2026 EX-10.1

CONFIDENTIAL RELEASE AND SEPARATION AGREEMENT

Exhibit 10.1 CONFIDENTIAL RELEASE AND SEPARATION AGREEMENT This Confidential Release and Separation Agreement (“Agreement”) is made by and between Steven Ryder, M.D. (“Employee” or “you”), on behalf of yourself and your agents, assignees, heirs, executors, administrators, beneficiaries, trustees, legal representatives and assigns (collectively “Employee Parties”), and Rallybio Corporation, its sub

May 13, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

May 5, 2026 RW

RALLYBIO CORPORATION 234 Church Street New Haven, Connecticut 06510

RW RALLYBIO CORPORATION 234 Church Street New Haven, Connecticut 06510 May 5, 2026 VIA EDGAR U.

May 4, 2026 8-K

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

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 N

May 4, 2026 EX-2.1

(Signature Pages Follow)

EX-2.1 Exhibit 2.1 Confidential WAIVER This Waiver (this “Waiver”), dated as of May 1, 2026, to the Agreement (as defined below) is executed and delivered by Rallybio Corporation, a Delaware corporation (“Parent”), Candid Therapeutics, Inc., a Delaware corporation (the “Company”) and UCB S.A. (“UCB”). Capitalized terms used but not otherwise defined in this Waiver shall have the same meanings ascr

April 24, 2026 EX-99.1

CONSENT OF CITIZENS JMP SECURITIES, LLC

EX-99.1 Exhibit 99.1 CONSENT OF CITIZENS JMP SECURITIES, LLC We hereby consent to the use of our opinion letter, dated March 1, 2026, to the Board of Directors of Rallybio Corporation, included as Annex B to the proxy statement / prospectus which forms a part of the Registration Statement on Form S-4 of Rallybio Corporation, to be filed on the date hereof, and to the references to such opinion in

April 24, 2026 S-4/A

As filed with the Securities and Exchange Commission on April 24, 2026.

S-4/A No. 1 Table of Contents As filed with the Securities and Exchange Commission on April 24, 2026. Registration No. 333-294361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment NO. 1 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RALLYBIO CORPORATION (Exact name of registrant as specified in its Charter) Delaware 2834 85-1083789 (State or other

March 31, 2026 8-K

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): March 31, 2026 RALLYBIO CORPORATI

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): March 31, 2026 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

March 17, 2026 EX-10.30

CANDID THERAPEUTICS, INC. FORM OF COMMON STOCK PURCHASE AGREEMENT

EX-10.30 Exhibit 10.30 CANDID THERAPEUTICS, INC. FORM OF COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is made as of [    ] by and between Candid Therapeutics, Inc., a Delaware corporation (the “Company”) and [    ] (“Purchaser”). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement,

March 17, 2026 EX-10.38

LICENSE AGREEMENT

EX-10.38 Exhibit 10.38 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of January 2, 2025 (the “Effective Date”), by and between CAN

March 17, 2026 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-4 Rallybio Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $0.

March 17, 2026 EX-10.32

Page 2

EX-10.32 Exhibit 10.32 7/12/2024 Candid Therapeutics, Inc. 11622 El Camino Real, Suite 150, San Diego, California 92130 Re: Employment Terms Dear Bernard: Candid Therapeutics, Inc. (the “Company”) is pleased to offer you employment beginning on 7/16/2024 (the “Start Date”). Position Your initial position will be Chief Technical Officer, responsible for performing such duties as are assigned to you

March 17, 2026 EX-10.31

Page 2

EX-10.31 Exhibit 10.31 7/1/2024 Candid Therapeutics, Inc. 11622 El Camino Real, Suite 150, San Diego, California 92130 Re: Employment Terms Dear Ken: Candid Therapeutics, Inc. (the “Company”) is pleased to offer you employment beginning on 7/1/2024 (the “Start Date”). Position Your initial position will be President and Chief Executive Officer, responsible for performing such duties as are assigne

March 17, 2026 EX-10.36

LICENSE AND COLLABORATION AGREEMENT

EX-10.36 Confidential Execution Draft Exhibit 10.36 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AND COLLABORATION AGREEMENT This LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into

March 17, 2026 EX-10.33

Page 2

EX-10.33 Exhibit 10.33 7/17/2024 Candid Therapeutics, Inc. 11622 El Camino Real, Suite 150, San Diego, California 92130 Re: Employment Terms Dear Tim: Candid Therapeutics, Inc. (the “Company”) is pleased to offer you employment beginning on 7/22/2024 (the “Start Date”). Position Your initial position will be Chief Medical Officer and Chief Scientific Officer, responsible for performing such duties

March 17, 2026 EX-10.37

OFFICE LEASE AGREEMENT PACIFIC NORTH COURT HOLDINGS, L.P. AS LANDLORD CANDID THERAPEUTICS, INC. AS TENANT - 1 -

EX-10.37 Exhibit 10.37 OFFICE LEASE AGREEMENT BETWEEN PACIFIC NORTH COURT HOLDINGS, L.P. AS LANDLORD AND CANDID THERAPEUTICS, INC. AS TENANT - 1 - STANDARD FORM MODIFIED GROSS OFFICE LEASE This Standard Form Modified Gross Office Lease (“Lease”) is entered into effective as of June 27, 2024, between PACIFIC NORTH COURT HOLDINGS, L.P., a California limited partnership (“Landlord”), and CANDID THERA

March 17, 2026 S-4

As filed with the Securities and Exchange Commission on March 16 , 2026. Registration No. 333-     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RALLYBIO CORPO

Table of Contents As filed with the Securities and Exchange Commission on March 16 , 2026.

March 17, 2026 EX-10.35

LICENSE AGREEMENT

EX-10.35 Exhibit 10.35 CONFIDENTIAL Execution Version CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of August 2, 2024 (the “Effect

March 17, 2026 EX-10.28

INDEMNIFICATION AGREEMENT

EX-10.28 Exhibit 10.28 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of (this “Agreement”) and is between Candid Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). Background The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it mus

March 17, 2026 EX-10.29

CANDID THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: May 1, 2024 APPROVED BY THE STOCKHOLDERS: May 1, 2024 AMENDED BY THE BOARD OF DIRECTORS: June 1, 2024 APPROVED BY THE STOCKHOLDERS: June 1, 2024 AMENDED BY THE BO

EX-10.29 Exhibit 10.29 CANDID THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: May 1, 2024 APPROVED BY THE STOCKHOLDERS: May 1, 2024 AMENDED BY THE BOARD OF DIRECTORS: June 1, 2024 APPROVED BY THE STOCKHOLDERS: June 1, 2024 AMENDED BY THE BOARD OF DIRECTORS: August 19, 2024 APPROVED BY THE STOCKHOLDERS: August 19, 2024 TERMINATION DATE: May 1, 2034 1. General. (a) E

March 17, 2026 EX-99.1

CONSENT OF CITIZENS JMP SECURITIES, LLC

EX-99.1 Exhibit 99.1 CONSENT OF CITIZENS JMP SECURITIES, LLC We hereby consent to the use of our opinion letter, dated March 1, 2026, to the Board of Directors of Rallybio Corporation, included as Annex B to the proxy statement / prospectus which forms a part of the Registration Statement on Form S-4 of Rallybio Corporation, to be filed on the date hereof, and to the references to such opinion in

March 17, 2026 EX-10.34

Page 2

EX-10.34 Exhibit 10.34 7/23/2024 Candid Therapeutics, Inc. 11622 El Camino Real, Suite 150, San Diego, California 92130 Re: Employment Terms Dear Arvind: Candid Therapeutics, Inc. (the “Company”) is pleased to offer you employment beginning on 7/29/2024 (the “Start Date”). Position Your initial position will be Chief Financial Officer and Chief Business Officer, responsible for performing such dut

March 16, 2026 EX-97

RALLYBIO CORPORATION POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION

Exhibit 97 RALLYBIO CORPORATION POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION 1.

March 16, 2026 EX-19.1

Insider Trading Policy

Exhibit 19.1 Insider Trading Policy 1.Purpose. This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Rallybio Corporation (the “Company”) and the handling of confidential information about the Company and the companies with which it does business. The Company’s Board of Directors (the “Board”) has adopted this Policy to promote compliance

March 16, 2026 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-406

March 2, 2026 EX-10.1

SUPPORT AGREEMENT

EX-10.1 Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (THIS “AGREEMENT”) is made as of March 1, 2026, by and between RALLYBIO CORPORATION, a Delaware corporation (“Parent”), and the [Person] set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockholder is the holder of the number of shares of common stock, par value $0.0001 per share (“Common Stock”) a

March 2, 2026 EX-10.3

Lock-Up Agreement March 1, 2026

EX-10.3 Exhibit 10.3 Lock-Up Agreement March 1, 2026 Ladies and Gentlemen: The undersigned (the “Stockholder”) understands that: (i) RALLYBIO CORPORATION., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of March 1, 2026 (the “Merger Agreement”), with CANDID THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Farmington M

March 2, 2026 EX-2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION RALLYBIO CORPORATION, a Delaware corporation; FARMINGTON MERGER SUB, INC., a Delaware corporation; and CANDID THERAPEUTICS, INC., a Delaware corporation Dated as of March 1, 2026

EX-2.1 Exhibit 2.1 STRICTLY CONFIDENTIAL EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: RALLYBIO CORPORATION, a Delaware corporation; FARMINGTON MERGER SUB, INC., a Delaware corporation; and CANDID THERAPEUTICS, INC., a Delaware corporation Dated as of March 1, 2026 TABLE OF CONTENTS Section 1. DESCRIPTION OF TRANSACTION 2 1.1 The Merger 2 1.2 Effects of the Merger 2 1.3

March 2, 2026 EX-10.5

SUBSCRIPTION AGREEMENT

EX-10.5 Exhibit 10.5 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2026 (the “Effective Date”) by and among Candid Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used

March 2, 2026 EX-99.3

Candid Therapeutics and Rallybio Corporation

EX-99.3 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.

March 2, 2026 EX-10.6

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.6 Exhibit 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (this “Amendment”) amends the Second Amended and Restated Employment Agreement (the “Agreement”), dated as of August 1, 2023, between Rallybio Corporation, a Delaware corporation (the “Company”) and Stephen Uden (the “Executive”) and is effective as of the execution of that certain Agreement and Plan of Merger, dated as of on or

March 2, 2026 EX-10.7

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.7 Exhibit 10.7 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (this “Amendment”) amends the Employment Agreement (the “Agreement”), dated as of February 1, 2023, between Rallybio Corporation, a Delaware corporation (the “Company”) and Jonathan Lieber (the “Executive”) and is effective as of the execution of that certain Agreement and Plan of Merger, dated as of on or about the date hereof,

March 2, 2026 EX-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 rel

EX-99.2 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, Ral

March 2, 2026 425

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): March 1, 2026 RALLYBIO CORPORATIO

425 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): March 1, 2026 RALLYBIO CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-40693 85-1083789 (State or other jurisdiction of incorporation) (Commission

March 2, 2026 EX-10.4

CONTINGENT VALUE RIGHTS AGREEMENT

EX-10.4 Exhibit 10.4 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2026 (the “Effective Date”), is entered into by and between Rallybio Corporation, a Delaware corporation (“Rallybio”), and [•], a [•], as Rights Agent (as defined herein). RECITALS A. Rallybio, Farmington Merger Sub, Inc., a Delaware corporation and a wholly owned

March 2, 2026 EX-10.2

SUPPORT AGREEMENT

EX-10.2 Exhibit 10.2 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (THIS “AGREEMENT”) is made as of March 1, 2026, by and between CANDID THERAPEUTICS, INC., a Delaware corporation (“Company”), and the Person set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockholder is the holder of the number of shares of common stock, par value $0.0001 per sh

March 2, 2026 EX-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 an

EX-99.1 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

March 2, 2026 EX-10.8

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.8 Exhibit 10.8 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (this “Amendment”) amends the Employment Agreement (the “Agreement”), dated as of June 25, 2025, between Rallybio Corporation, a Delaware corporation (the “Company”) and Steven Ryder, M.D. (the “Executive”) and is effective as of the execution of that certain Agreement and Plan of Merger, dated as of on or about the date hereof,

March 2, 2026 8-K

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): March 1, 2026 RALLYBIO CORPORATIO

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): March 1, 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

January 29, 2026 EX-3.1

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RALLYBIO CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Rallybio Corporation (the “Corporation”). The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the

January 29, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2026 RALLYBIO CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2026 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission F

January 2, 2026 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

December 23, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

November 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

November 6, 2025 EX-10.1

Membership Interest Purchase Agreement, dated July 8, 2025, by and among Recursion Pharmaceuticals, Inc., Exscientia Ventures I, Inc., Rallybio Corporation and Rallybio IPB, LLC.

Exhibit 10.1 Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “A

November 6, 2025 EX-99.1

, 2025 regarding financial results for the quarter ended

Exhibit 99.1 Rallybio Reports Third Quarter 2025 Financial Results and Provides Business Updates – RLYB116 Confirmatory PK/PD Study Data Expected in 4Q 2025 – – Generated $20 Million from Sale of Interest in REV102 – – Cash Runway Extended through 2027 – NEW HAVEN, Conn., November 6, 2025 - Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company translating scientific advances

November 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 RALLYBIO CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission F

August 29, 2025 8-K

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): August 26, 2025 RALLYBIO CORPORAT

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): August 26, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 7, 2025 EX-99.1

Rallybio Reports Second Quarter 2025 Financial Results and Provides Business Updates – Data Readouts from Cohort 1 and Cohort 2 of RLYB116 Confirmatory PK/PD Study on Track for 3Q and 4Q 2025, Respectively – – Sold Interest in REV102 to Recursion Pha

Exhibit 99.1 Rallybio Reports Second Quarter 2025 Financial Results and Provides Business Updates – Data Readouts from Cohort 1 and Cohort 2 of RLYB116 Confirmatory PK/PD Study on Track for 3Q and 4Q 2025, Respectively – – Sold Interest in REV102 to Recursion Pharmaceuticals for Up to $25 Million, including an Upfront Equity Payment of $7.5 Million – – Cash Runway into Mid-2027 – NEW HAVEN, Conn.,

August 7, 2025 8-K

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): August 07, 2025 RALLYBIO CORPORAT

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): August 07, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

July 8, 2025 EX-99.1

Rallybio Sells Interest in REV102 Program to Recursion Pharmaceuticals – Company Eligible to Receive Up to $25 Million, Including an Upfront Equity Payment of $7.5 Million – – Extends Rallybio Cash Runway to Mid-2027 –

Exhibit 99.1 Rallybio Sells Interest in REV102 Program to Recursion Pharmaceuticals – Company Eligible to Receive Up to $25 Million, Including an Upfront Equity Payment of $7.5 Million – – Extends Rallybio Cash Runway to Mid-2027 – NEW HAVEN, Conn., July 8, 2025 - Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company translating scientific advances into transformative therapi

July 8, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): July 08, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

June 27, 2025 EX-10.1

Employment Agreement, by and between Rallybio, LLC, Rallybio Corporation and Steven Ryder, dated as of June 25, 2025

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 25, 2025 (the “Effective Date”) by and between Rallybio, LLC, a Delaware limited liability company (the “Company”), Rallybio Corporation, a Delaware corporation (“Parent”), and Steven Ryder, M.D. (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to continue to employ the Executive as the C

June 27, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 25, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

May 16, 2025 8-K

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 13, 2025 RALLYBIO CORPORATION

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 13, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

May 9, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Rallybio Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.

May 9, 2025 S-8

As filed with the Securities and Exchange Commission on May 9, 2025

As filed with the Securities and Exchange Commission on May 9, 2025 Registration No.

May 8, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 08, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

May 8, 2025 EX-99.1

Rallybio Reports First Quarter 2025 Financial Results and Provides Business Updates – On Track to Initiate Dosing in RLYB116 Confirmatory PK/PD Study in 2Q 2025, with Multiple Data Readouts Anticipated in 2H 2025 – – $54.5 Million in Cash, Cash Equiv

Exhibit 99.1 Rallybio Reports First Quarter 2025 Financial Results and Provides Business Updates – On Track to Initiate Dosing in RLYB116 Confirmatory PK/PD Study in 2Q 2025, with Multiple Data Readouts Anticipated in 2H 2025 – – $54.5 Million in Cash, Cash Equivalents, and Marketable Securities as of March 31, 2025 Provides Runway into 1H 2027 – NEW HAVEN, Conn., May 8, 2025 - Rallybio Corporatio

April 8, 2025 8-K

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): April 08, 2025 RALLYBIO CORPORATI

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): April 08, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

April 8, 2025 EX-99.1

Rallybio to Discontinue Development of RLYB212 for Prevention of FNAIT -- RLYB212 Phase 2 PK Results Did Not Achieve Target Concentrations, Including Minimum Target Concentration Required for Efficacy -- -- RLYB116 Confirmatory PK/PD Study to Initiat

Exhibit 99.1 Rallybio to Discontinue Development of RLYB212 for Prevention of FNAIT - RLYB212 Phase 2 PK Results Did Not Achieve Target Concentrations, Including Minimum Target Concentration Required for Efficacy - - RLYB116 Confirmatory PK/PD Study to Initiate in 2Q 2025, with Data in 2H 2025 – NEW HAVEN, Conn., April 8, 2025 - Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology c

April 7, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

March 13, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-406

March 13, 2025 8-K

Financial Statements and Exhibits, Other Events

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): March 13, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

March 13, 2025 EX-99.1

Rallybio Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Updates ̶ Key Data Readouts from Sentinel Participant in RLYB212 Phase 2 Clinical Trial Expected in 2Q 2025 and 3Q 2025 ̶ – Initiation of RLYB116 Confirmatory

Exhibit 99.1 Rallybio Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Updates ̶ Key Data Readouts from Sentinel Participant in RLYB212 Phase 2 Clinical Trial Expected in 2Q 2025 and 3Q 2025 ̶ – Initiation of RLYB116 Confirmatory PK/PD Study Expected in 2Q 2025, with Data Anticipated in 2H 2025 ̶ ̶ $65.5 Million in Cash, Cash Equivalents, and Marketable Securities

March 13, 2025 EX-97

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97 RALLYBIO CORPORATION POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION 1.

March 13, 2025 424B5

$9,550,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-266668 PROSPECTUS SUPPLEMENT (To Prospectus dated August 15, 2022) $9,550,000 Common Stock We previously entered into a sales agreement (the “original sales agreement”) with TD Securities (USA) LLC (“TD Cowen”), relating to shares of our common stock offered by a prospectus supplement dated August 15, 2022. On March

March 13, 2025 EX-1.1

, 2025, by and between Rallybio Corporation and TD Securities (USA) LLC

Exhibit 1.1 Execution Version AMENDMENT NO. 1 TO SALES AGREEMENT March 13, 2025 Rallybio Corporation 234 Church Street, Suite 120 New Haven, Connecticut 06510 Ladies and Gentlemen: Rallybio Corporation, a Delaware corporation (the “Company”), together with TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (the “Agent”), are parties to that certain Sales Agreement dated August 8, 202

March 13, 2025 EX-19.1

Company Insider Trading Policy.

Exhibit 19.1 Insider Trading Policy 1.Purpose. This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Rallybio Corporation (the “Company”) and the handling of confidential information about the Company and the companies with which it does business. The Company’s Board of Directors (the “Board”) has adopted this Policy to promote compliance

March 13, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 13, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 25, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 24, 2025 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission

February 12, 2025 EX-99

EX-99

Exhibit 99 Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G.

November 12, 2024 SC 13G/A

RLYB / Rallybio Corporation / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.3 RALLYBIO CORP COMMON STOCK Cusip #75120L100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #75120L100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 2,315,480 Item 6: 0 Item 7: 2,315,480 Item 8: 0 Item 9: 2,315

November 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission

November 7, 2024 EX-99.1

Rallybio Reports Third Quarter 2024 Financial Results and Provides Business Updates ̶ CTA Approvals Received for RLYB212 Phase 2 Clinical Trial; On Track to Initiate Screening in 4Q 2024 ̶ ̶ $75.1 Million in Cash, Cash Equivalents, and Marketable Sec

Exhibit 99.1 Rallybio Reports Third Quarter 2024 Financial Results and Provides Business Updates ̶ CTA Approvals Received for RLYB212 Phase 2 Clinical Trial; On Track to Initiate Screening in 4Q 2024 ̶ ̶ $75.1 Million in Cash, Cash Equivalents, and Marketable Securities as of September 30, 2024 Provides Runway into Mid-2026 ̶ NEW HAVEN, Conn., November 7, 2024 - Rallybio Corporation (Nasdaq: RLYB)

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

September 17, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 16, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission

August 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 08, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 8, 2024 EX-4.1

Registration Rights Agreement, dated April 10, 2024, by and between Rallybio Corporation and Johnson & Johnson Innovation - JJDC, Inc.

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 10, 2024, by and among Rallybio Corporation, a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and the Pu

August 8, 2024 EX-10.1

Securities Purchase Agreement, dated April 10, 2024, by and between Rallybio Corporation and Johnson & Johnson Innovation - JJDC, Inc.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2024, by and among Rallybio Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). RECITALS A. The Company and the Purchaser are executing and delivering this Agree

August 8, 2024 EX-10.2

FNAIT Collaboration Agreement, dated April 9, 2024, by and between Momenta Pharmaceuticals, Inc. and Rallybio IPA, LLC

Exhibit 10.2 Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. FNAIT COLLABORATIONAGREEMENT This FNAIT Collaboration Agreement (“Agreement”) by and betwee

August 8, 2024 EX-99.1

Rallybio Reports Second Quarter 2024 Financial Results and Provides Business Updates ̶ On Track to Initiate RLYB212 Phase 2 Dose Confirmation Trial in Pregnant Women at Higher Risk of FNAIT in 4Q 2024 ̶ ̶ $88.6 Million in Cash, Cash Equivalents, and

Exhibit 99.1 Rallybio Reports Second Quarter 2024 Financial Results and Provides Business Updates ̶ On Track to Initiate RLYB212 Phase 2 Dose Confirmation Trial in Pregnant Women at Higher Risk of FNAIT in 4Q 2024 ̶ ̶ $88.6 Million in Cash, Cash Equivalents, and Marketable Securities as of June 30, 2024 Provides Runway into Mid-2026 ̶ NEW HAVEN, Conn., August 8, 2024 - Rallybio Corporation (Nasdaq

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

July 30, 2024 SC 13G/A

RLYB / Rallybio Corporation / Canaan XI L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d860329dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Rallybio Corporation (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 75120L 100 (CUSIP Number) July 29, 2024 (Date of Event Which Requires Filing of this Statement) Check th

July 30, 2024 SC 13G

RLYB / Rallybio Corporation / JOHNSON & JOHNSON Passive Investment

SC 13G 1 rallybiosch13gforjjdc.htm CUSIP No. 72120L100 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )[1] Rallybio Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of S

July 23, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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):July 23, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

July 23, 2024 EX-10.1

Form of Consulting Agreement

Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2025 (the “Effective Date”) by and among Rallybio Corporation (“Rallybio”), a Delaware corporation, Rallybio, LLC (“Rallybio LLC”), a Delaware limited liability company, and Martin Mackay, Ph.D. (“Dr. Mackay”). Rallybio LLC is party to this Agreement solely for purposes of Se

May 21, 2024 8-K

Submission of Matters to a Vote of Security Holders

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 15, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

May 16, 2024 LETTER

LETTER

United States securities and exchange commission logo May 16, 2024 Stephen Uden, M.

May 16, 2024 CORRESP

Rallybio Corporation 234 Church Street Suite 1020 New Haven, CT 06510

Rallybio Corporation 234 Church Street Suite 1020 New Haven, CT 06510 May 16, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 10, 2024 EX-4.5

Registration Rights Agreement, dated April 10, 2024, by and between Rallybio Corporation and Johnson & Johnson Innovation - JJDC, Inc.

Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 10, 2024, by and among Rallybio Corporation, a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and the Pu

May 10, 2024 EX-4.4

Securities Purchase Agreement, dated April 10, 2024, by and between Rallybio Corporation and Johnson & Johnson Innovation - JJDC, Inc.

Exhibit 4.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2024, by and among Rallybio Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). RECITALS A. The Company and the Purchaser are executing and delivering this Agreem

May 10, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Rallybio Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation  or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward  Form Type Carry Forward  File Number Carry Forward  Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, $0.

May 10, 2024 S-3

As filed with the Securities and Exchange Commission on May 10, 2024.

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2024.

May 9, 2024 8-K

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 09, 2024 RALLYBIO CORPORATION

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 09, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

May 9, 2024 EX-99.1

Rallybio Reports First Quarter 2024 Financial Results and Provides Business Updates ̶ On Track to Initiate RLYB212 Phase 2 Dose Confirmation Trial in Pregnant Women at Higher Risk of FNAIT in 2H 2024 ̶ ̶ $94.2 Million in Cash, Cash Equivalents, and M

Exhibit 99.1 Rallybio Reports First Quarter 2024 Financial Results and Provides Business Updates ̶ On Track to Initiate RLYB212 Phase 2 Dose Confirmation Trial in Pregnant Women at Higher Risk of FNAIT in 2H 2024 ̶ ̶ $94.2 Million in Cash, Cash Equivalents, and Marketable Securities as of March 31, 2024; Provides Runway into Mid-2026 ̶ NEW HAVEN, Conn., May 9, 2024 - Rallybio Corporation (Nasdaq:

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

April 11, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

April 10, 2024 EX-99.1

Rallybio Announces Collaboration to Advance Therapeutic Solutions for Pregnant Individuals at Risk of Fetal and Neonatal Alloimmune Thrombocytopenia (FNAIT) ̶ Rallybio to Receive Funding for FNAIT Awareness Initiative and Equity Investment from Johns

Exhibit 99.1 Rallybio Announces Collaboration to Advance Therapeutic Solutions for Pregnant Individuals at Risk of Fetal and Neonatal Alloimmune Thrombocytopenia (FNAIT) ̶ Rallybio to Receive Funding for FNAIT Awareness Initiative and Equity Investment from Johnson & Johnson ̶ NEW HAVEN, Conn., April 10, 2024 – Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company committed t

April 10, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 9, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

March 13, 2024 S-8

As filed with the Securities and Exchange Commission on March 13, 2024

As filed with the Securities and Exchange Commission on March 13, 2024 Registration No.

March 13, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Rallybio Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.

March 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 12, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

March 12, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-406

March 12, 2024 EX-97

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97 RALLYBIO CORPORATION POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION 1.

March 12, 2024 EX-99.1

Rallybio Reports Fourth Quarter and Full Year 2023 Financial Results -- Received Protocol Assistance Feedback from European Medicines Agency on the Phase 2 Study for RLYB212; Company to Proceed Forward with Clinical Trial Application Process in Europ

Exhibit 99.1 Rallybio Reports Fourth Quarter and Full Year 2023 Financial Results - Received Protocol Assistance Feedback from European Medicines Agency on the Phase 2 Study for RLYB212; Company to Proceed Forward with Clinical Trial Application Process in Europe - - Phase 2 Dose Confirmation Study for RLYB212 in Pregnant Women at Higher Risk for FNAIT Expected to Initiate in 2H 2024 - - $109.9 mi

March 12, 2024 EX-21.1

(incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K (File No. 001-40693), filed with the SEC on March 12, 2024).

Exhibit 21.1 SUBSIDIARIES Subsidiary Name Jurisdiction of Organization Rallybio, LLC Delaware Rallybio IPA, LLC Delaware Rallybio IPB, LLC Delaware IPC Research, LLC Delaware Rallybio IPE, LLC Delaware Rallybio IPF, LLC Delaware

February 14, 2024 SC 13G/A

RLYB / Rallybio Corporation / VIKING GLOBAL INVESTORS LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Rallybio Corporation (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 75120L100 (CUSI

February 12, 2024 SC 13D/A

RLYB / Rallybio Corporation / Pivotal bioVenture Partners Fund I, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d779190dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 1)* Rallybio Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 75120L 100 (CUSIP Number) Robert Hopfner Pivotal bioVenture Partners Fund I U.G.P. Ltd 501 2nd Street, Suite 200 San Francisco, CA 9

February 9, 2024 SC 13G/A

RLYB / Rallybio Corporation / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.2 RALLYBIO CORP COMMON STOCK Cusip #75120L100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #75120L100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 2,534,690 Item 6: 0 Item 7: 2,535,571 Item 8: 0 Item 9: 2,535

February 6, 2024 EX-99.1

Rallybio Announces Portfolio Prioritization and Provides Corporate Update ̶ Prioritization of Phase 2-ready clinical-stage programs: RLYB212 for the prevention of FNAIT and RLYB116, a C5 inhibitor for the treatment of patients with complement-mediate

Exhibit 99.1 Rallybio Announces Portfolio Prioritization and Provides Corporate Update ̶ Prioritization of Phase 2-ready clinical-stage programs: RLYB212 for the prevention of FNAIT and RLYB116, a C5 inhibitor for the treatment of patients with complement-mediated diseases ̶ ̶ Anticipated cost savings, including a 45% workforce reduction, extends cash runway into mid-2026 – NEW HAVEN, Conn., Febru

February 6, 2024 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

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): February 6, 2024 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission F

January 2, 2024 SC 13G/A

RLYB / Rallybio Corporation / Novo Holdings A/S - SC 13G/A Passive Investment

SC 13G/A 1 d683049dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rallybio Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 75120L100 (CUSIP Number) December 27, 2023 (Date of Event which Requires Filing of this Statement) Check

December 20, 2023 EX-99.2

Exhibit 99.2 ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ RLYB116 • • • AE preferred term RLYB116 Placebo N=10 n (%) All N=40 n (%) 2 mg N=6 n (%) 10 mg N=6 n (%) 30 mg N=6 n (%) 100 mg N=6 n (%) 300 mg N=6 n (%) Gastrointestinal disorders Abdominal pain/discomfort 2 (33.3) 2

Exhibit 99.2 ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ RLYB116 • • • AE preferred term RLYB116 Placebo N=10 n (%) All N=40 n (%) 2 mg N=6 n (%) 10 mg N=6 n (%) 30 mg N=6 n (%) 100 mg N=6 n (%) 300 mg N=6 n (%) Gastrointestinal disorders Abdominal pain/discomfort 2 (33.3) 2 (33.3) 4 (10.0) Diarrhea 1 (16.7) 1 (16.7) 3 (50.0) 1 (10.0) 6 (15.0) Nausea/Vomiting 2 (33.3) 2 (5.0) General disorders and administration Fatigue/Le

December 20, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 20, 2023 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission

December 20, 2023 EX-99.1

Rallybio Announces Preliminary Phase 1 Multiple Ascending Dose Data for RLYB116, an Innovative Subcutaneously Injected Inhibitor of Complement Component 5 -- 100 mg Results Demonstrated a Mean Reduction of Greater than 93% in Free C5 with Low Volume

Exhibit 99.1 Rallybio Announces Preliminary Phase 1 Multiple Ascending Dose Data for RLYB116, an Innovative Subcutaneously Injected Inhibitor of Complement Component 5 - 100 mg Results Demonstrated a Mean Reduction of Greater than 93% in Free C5 with Low Volume Once-a-Week Subcutaneous Dosing - - Data Supports the Study of RLYB116 as a Differentiated Therapeutic for the Treatment of Generalized My

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2023 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission

November 9, 2023 EX-99.1

Rallybio Reports Third Quarter 2023 Financial Results and Provides Business Updates -- RLYB212 Phase 1 Multiple Dose Cohort Complete and on Track for 4Q 2023 Data Release -- -- Initial Data from RLYB116 Phase 1 Multiple Ascending Dose Study Including

Exhibit 99.1 Rallybio Reports Third Quarter 2023 Financial Results and Provides Business Updates - RLYB212 Phase 1 Multiple Dose Cohort Complete and on Track for 4Q 2023 Data Release - - Initial Data from RLYB116 Phase 1 Multiple Ascending Dose Study Including Safety, PK and PD on Track for 4Q 2023 Release - - $121.4 million cash, cash equivalents and marketable securities as of September 30, 2023

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

August 8, 2023 8-K

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): August 8, 2023 RALLYBIO CORPORATI

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): August 8, 2023 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 8, 2023 EX-99.1

Rallybio Reports Second Quarter 2023 Financial Results and Provides Business Updates -- RLYB212 Phase 1b Proof-of-Concept Study Results Presented at the 31st Congress of the International Society of Thrombosis and Haemostasis (ISTH) in June 2023 -- -

Exhibit 99.1 Rallybio Reports Second Quarter 2023 Financial Results and Provides Business Updates - RLYB212 Phase 1b Proof-of-Concept Study Results Presented at the 31st Congress of the International Society of Thrombosis and Haemostasis (ISTH) in June 2023 - - RLYB212 Phase 1 Multiple Dose Cohort Study Results Expected in 4Q 2023 - - Initial Data from RLYB116 Phase 1 Multiple Ascending Dose Study

August 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

August 8, 2023 EX-10.1

Second Amended and Restated Employment Agreement, by and between Rallybio, LLC, Rallybio Corporation and Stephen Uden, dated August 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-40693), filed with the SEC on August 8, 2023).

Exhibit 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 1, 2023 (the “Effective Date”) by and between Rallybio, LLC, a Delaware limited liability company (the “Company”), Rallybio Corporation, a Delaware corporation (“Parent”), and Stephen Uden (the “Executive”). This Agreement amends and restates in its e

August 8, 2023 EX-10.2

Second Amended and Restated Employment Agreement, by and between Rallybio, LLC, Rallybio Corporation and Martin Mackay, dated August 1, 2023 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-40693), filed with the SEC on August 8, 2023).

Exhibit 10.2 1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 1, 2023 (the “Effective Date”) by and between Rallybio, LLC, a Delaware limited liability company (the “Company”), Rallybio Corporation, a Delaware corporation (“Parent”), and Martin W. Mackay (the “Executive”). This Agreement amends and restates in

June 29, 2023 EX-99.1

Rallybio Announces Succession Plan; Appoints Stephen Uden, M.D., as Chief Executive Officer, Effective August 1, 2023 -- Martin Mackay, Ph.D., CEO, Chairman of the Board and Co-Founder of Rallybio To Become Executive Chairman --

Exhibit 99.1 Rallybio Announces Succession Plan; Appoints Stephen Uden, M.D., as Chief Executive Officer, Effective August 1, 2023 - Martin Mackay, Ph.D., CEO, Chairman of the Board and Co-Founder of Rallybio To Become Executive Chairman - NEW HAVEN, Conn. June 29, 2023- Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company committed to identifying and accelerating the develo

June 29, 2023 8-K

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

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): June 28, 2023 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

May 22, 2023 8-K

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

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 17, 2023 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

May 12, 2023 424B3

Rallybio Corporation 12,351,600 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271748 PROSPECTUS Rallybio Corporation 12,351,600 Shares of Common Stock This prospectus relates to the disposition from time to time, in one or more offerings, of up to 12,351,600 shares of our common stock, par value $0.0001 per share, by the selling stockholders, including their transferees, pledgees, donees or succes

May 11, 2023 LETTER

LETTER

United States securities and exchange commission logo May 11, 2023 Martin Mackay, Ph.

May 11, 2023 CORRESP

RALLYBIO CORPORATION 234 Church Street, Suite 1020 New Haven, CT 06510

CORRESP RALLYBIO CORPORATION 234 Church Street, Suite 1020 New Haven, CT 06510 May 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F.

May 10, 2023 S-8

As filed with the Securities and Exchange Commission on May 10, 2023

S-8 As filed with the Securities and Exchange Commission on May 10, 2023 Registration No.

May 10, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Rallybio Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.

May 9, 2023 8-K

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

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 9, 2023 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File N

May 9, 2023 S-3

As filed with the Securities and Exchange Commission on May 9, 2023.

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 9, 2023.

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

May 9, 2023 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Rallybio Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, $0.

May 9, 2023 EX-99

Rallybio Reports First Quarter 2023 Financial Results -- RLYB212 Phase 1b Proof-of-Concept Study Results to be Presented at 31st Congress of the International Society of Thrombosis and Haemostasis (ISTH) in June 2023 -- -- Phase 1 Multiple Dose Cohor

Exhibit 99.1 Rallybio Reports First Quarter 2023 Financial Results - RLYB212 Phase 1b Proof-of-Concept Study Results to be Presented at 31st Congress of the International Society of Thrombosis and Haemostasis (ISTH) in June 2023 - - Phase 1 Multiple Dose Cohort RLYB212 Study Initiated in 1Q 2023; Data Expected in 4Q 2023 - - Phase 1 Multiple Ascending Dose Study of RLYB116 Continues to Progress; S

April 10, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Defin

March 6, 2023 EX-21

Subsidiaries of Registrant.

Exhibit 21.1 SUBSIDIARIES Subsidiary Name Jurisdiction of Organization Rallybio, LLC Delaware Rallybio IPA, LLC Delaware Rallybio IPB, LLC Delaware IPC Research, LLC Delaware Rallybio IPE, LLC Delaware Rallybio IPF, LLC Delaware

March 6, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40693 RALLYBIO CORPOR

March 6, 2023 EX-99

Rallybio Announces Proof-of-Concept Achieved for RLYB212, a Novel Monoclonal anti-HPA-1a Antibody to Prevent Fetal and Neonatal Alloimmune Thrombocytopenia -- RLYB212 Showed Rapid Elimination of Transfused, HPA-1a Positive Platelets in HPA-1a Negativ

Rallybio Announces Proof-of-Concept Achieved for RLYB212, a Novel Monoclonal anti-HPA-1a Antibody to Prevent Fetal and Neonatal Alloimmune Thrombocytopenia - RLYB212 Showed Rapid Elimination of Transfused, HPA-1a Positive Platelets in HPA-1a Negative Subjects - - Clinical Findings and Safety Profile Consistent with Previously Reported Data; Continue to Support the Potential for RLYB212 as a Prophylactic Treatment for FNAIT - - Company Expects to Present Results at a Scientific Conference in 2023 - NEW HAVEN, Conn.

March 6, 2023 EX-99

Rallybio Reports Fourth Quarter and Full Year 2022 Financial Results -- Proof-of-Concept Achieved for RLYB212; Showed Rapid and Complete Elimination of Transfused HPA-1a Positive Platelets in HPA-1a Negative Subjects – -- Phase 1 Multiple Dose Cohort

Rallybio Reports Fourth Quarter and Full Year 2022 Financial Results - Proof-of-Concept Achieved for RLYB212; Showed Rapid and Complete Elimination of Transfused HPA-1a Positive Platelets in HPA-1a Negative Subjects – - Phase 1 Multiple Dose Cohort RLYB212 Study Initiated - - Phase 1 Multiple Ascending Dose Study of RLYB116 Continues to Progress; Safety, PK and PD Data Expected in 4Q 2023 - - $169.

March 6, 2023 8-K

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

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): March 6, 2023 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

March 6, 2023 EX-4

Exhibit 4.4

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the securities of Rallybio Corporation (“us,” “our,” “we” or the “Company”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is intended as a summary only and therefore is not a c

March 6, 2023 EX-10

Employment Agreement between Rallybio Corporation and Jonathan I. Lieber, dated as of February 1, 2023 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 001-40693), filed with the SEC on March 6, 2023).

Exhibit 10.24 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 1, 2023 (the “Effective Date”) by and between Rallybio, LLC, a Delaware limited liability company (the “Company”), and Jonathan Lieber (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive as the Chief Financial Officer and Treasurer of the Company; and WHEREAS, th

March 6, 2023 EX-10

Confidential Release and Separation Agreement between Rallybio Corporation and Jeffrey M. Fryer, dated as of February 15, 2023 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K (File No. 001-40693), filed with the SEC on March 6, 2023).

CONFIDENTIAL Exhibit 10.25 Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. CONFIDENTIAL RELEASE AND SEPARATION AGREEMENT This Confidential Release and S

February 9, 2023 SC 13G/A

RLYB / Rallybio Holdings, LLC / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.1 RALLYBIO CORP COMMON STOCK Cusip #75120L100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #75120L100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 3,245,181 Item 6: 0 Item 7: 3,245,425 Item 8: 0 Item 9: 3,245

February 6, 2023 SC 13G/A

RLYB / Rallybio Holdings, LLC / New Leaf Ventures III, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d356328dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rallybio Corporation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75120L100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check

February 1, 2023 SC 13G/A

RLYB / Rallybio Holdings, LLC / Canaan XI L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Rallybio Corporation (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 75120L 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

January 31, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission F

January 31, 2023 EX-99.1

Rallybio Announces Appointment of Jonathan I. Lieber as Chief Financial Officer

Rallybio Announces Appointment of Jonathan I. Lieber as Chief Financial Officer NEW HAVEN, Conn. January 31, 2023—Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company committed to identifying and accelerating the development of life-transforming therapies for patients with severe and rare diseases, today announced that Jonathan I. Lieber will join as the Company’s Chief Fina

January 23, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 2 tm233716d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement The undersigned persons, on January 23, 2023, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Rallybio Corp. on December 31, 2022. Tekla Capital Management LLC By /s/ Laura Woodward Laura Woodward Daniel R. Omstead By /s/ Da

January 23, 2023 SC 13G/A

RLYB / Rallybio Holdings, LLC / Tekla Capital Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rallybio Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 75120L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

December 1, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 RALLYBIO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40693 85-1083789 (State or other jurisdiction of incorporation) (Commission

November 17, 2022 SC 13G

RLYB / Rallybio Holdings, LLC / Novo Holdings A/S - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rallybio Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 75120L100 (CUSIP Number) November 15, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

November 14, 2022 EX-4.1

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-40693), filed with the SEC on November 14, 2022)

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT RALLYBIO CORPORATION Warrant Shares: Initial Exercise Date: , 2022 Issue Date: , 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or af

November 14, 2022 EX-1.1

Underwriting Agreement, dated November 10, 2022, by and among the Company and J.P. Morgan Securities LLC, Cowen and Company, LLC and Evercore Group L.L.C., as representatives of the several underwriters named in Schedule A thereto

EX-1.1 2 d407423dex11.htm EX-1.1 Exhibit 1.1 5,000,001 Shares of Common Stock and Pre-Funded Warrants to Purchase 3,333,388 Shares of Common Stock Rallybio Corporation UNDERWRITING AGREEMENT November 10, 2022 J.P. MORGAN SECURITIES LLC COWEN AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters c/o J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 101

November 14, 2022 424B5

5,000,001 shares of common stock Pre-funded warrants to purchase 3,333,388 shares of common stock Prospectus supplement J.P. Morgan Cowen Evercore ISI

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-266668 Prospectus supplement (To prospectus dated August 15, 2022) 5,000,001 shares of common stock Pre-funded warrants to purchase 3,333,388 shares of common stock We are offering 5,000,001 shares of our common stock in this offering and, in lieu of common stock to certain investors, pre-funded warrants to purchase

November 14, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 RALLYBIO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40693 85-1083789 (State or other jurisdiction of incorporation) (Commission

November 10, 2022 424B5

$75,000,000 Common stock Pre-funded warrants to purchase common stock Prospectus supplement J.P. Morgan Cowen Evercore ISI

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No.

November 7, 2022 EX-99.1

Rallybio Reports Third Quarter 2022 Financial Results -- Preliminary results from Phase 1b study of RLYB212 showed rapid and complete elimination of transfused platelets in all subjects to date; Proof-of-concept data expected in 1Q 2023 -- -- Positiv

Exhibit 99.1 Rallybio Reports Third Quarter 2022 Financial Results - Preliminary results from Phase 1b study of RLYB212 showed rapid and complete elimination of transfused platelets in all subjects to date; Proof-of-concept data expected in 1Q 2023 - - Positive 100 mg results of Phase 1 study of RLYB116 showed reduction of >99% in free C5 with the potential for weekly or less frequent dosing - NEW

November 7, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission F

November 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

September 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 28, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission

September 28, 2022 EX-99.1

Rallybio Announces Positive Preliminary Results for RLYB212, an anti-HPA-1a Monoclonal Antibody for the Prevention of Fetal and Neonatal Alloimmune Thrombocytopenia -- Preliminary data from the ongoing Phase 1b study shows RLYB212 rapidly and complet

Exhibit 99.1 Rallybio Announces Positive Preliminary Results for RLYB212, an anti-HPA-1a Monoclonal Antibody for the Prevention of Fetal and Neonatal Alloimmune Thrombocytopenia - Preliminary data from the ongoing Phase 1b study shows RLYB212 rapidly and completely eliminates transfused HPA-1a positive platelets - - Proof-of-Concept Data Expected in 1Q 2023- NEW HAVEN, Conn. September 28, 2022?Ral

August 15, 2022 424B5

$100,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-266668 PROSPECTUS SUPPLEMENT (To Prospectus dated August 15, 2022) $100,000,000 Common Stock We have entered into a sales agreement (the ?sales agreement?) with Cowen and Company, LLC (?Cowen?), relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the sales agr

August 11, 2022 LETTER

LETTER

United States securities and exchange commission logo August 11, 2022 Michael Greco, Esq.

August 11, 2022 CORRESP

RALLYBIO CORPORATION 234 Church Street, Suite 1020 New Haven, CT 06510

CORRESP 1 filename1.htm RALLYBIO CORPORATION 234 Church Street, Suite 1020 New Haven, CT 06510 August 11, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Rallybio Corporation Registration Statement on Form S-3 (File No. 333-266668) Request for Acceleration Ladies and G

August 8, 2022 S-3

As filed with the Securities and Exchange Commission on August 8, 2022.

Table of Contents As filed with the Securities and Exchange Commission on August 8, 2022.

August 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

August 8, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Rallybio Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, $0.

August 8, 2022 EX-1.2

Sales Agreement, dated as of August 8, 2022, between Rallybio Corporation and Cowen and Company, LLC

Exhibit 1.2 RALLYBIO CORPORATION $100,000,000 SALES AGREEMENT August 8, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Rallybio Corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreemen

August 8, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 8, 2022 EX-99.1

Rallybio Reports Second Quarter 2022 Financial Results -- Emerging data from Phase 1b study of RLYB212 shows rapid and complete elimination of transfused HPA-1a positive platelets -- -- Phase 1 study of RLYB116 ongoing; initial single dose safety, PK

Exhibit 99.1 Rallybio Reports Second Quarter 2022 Financial Results - Emerging data from Phase 1b study of RLYB212 shows rapid and complete elimination of transfused HPA-1a positive platelets - - Phase 1 study of RLYB116 ongoing; initial single dose safety, PK, and PD data expected for the 30 mg dose in the 4Q 2022- NEW HAVEN, Conn. August 8, 2022- Rallybio Corporation (Nasdaq: RLYB), a clinical-s

August 8, 2022 EX-10.1

License Agreement, by and between Rallybio IPE, LLC and Kymab Limited, dated as of May 5, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40693), filed with the SEC on August 8, 2022).

Exhibit 10.1 EXECUTION VERSION Portions of this Exhibit have been redacted because they are both (i) not material and (ii) the registrant customarily and actually treats such information as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark ?[***]?. Portions of this Exhibit have been redacted because they are both (i) not

August 2, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 1, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 2, 2022 EX-99.1

Rallybio Appoints Wendy K. Chung, M.D., Ph.D., to Its Board of Directors

Exhibit 99.1 Rallybio Appoints Wendy K. Chung, M.D., Ph.D., to Its Board of Directors NEW HAVEN, Conn. August 2, 2022- Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company committed to identifying and accelerating the development of life-transforming therapies for patients with severe and rare diseases, today announced that it has appointed Wendy K. Chung, M.D., Ph.D., to it

June 7, 2022 SC 13D/A

RLYB / Rallybio Holdings, LLC / 5AM Ventures V, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rallybio Corporation (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 75120L100 (CUSIP Number) 5AM Venture Management, LLC 501 2nd Street, Suite 350 San Francisco, CA 94107 (415) 993-8565 (Name, Address and Teleph

June 6, 2022 S-8

As filed with the Securities and Exchange Commission on June 6, 2022

As filed with the Securities and Exchange Commission on June 6, 2022 Registration No.

June 6, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Rallybio Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.

June 2, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 2, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

June 2, 2022 EX-99.1

Rallybio Announces Retirement of Jeffrey Fryer, CPA, Chief Financial Officer --Company initiates an external search for its next Chief Financial Officer--

Exhibit 99.1 Rallybio Announces Retirement of Jeffrey Fryer, CPA, Chief Financial Officer -Company initiates an external search for its next Chief Financial Officer- NEW HAVEN, Conn., June 2, 2022 ? Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company committed to identifying and accelerating the development of life-transforming therapies for patients with severe and rare di

May 27, 2022 8-K

Submission of Matters to a Vote of Security Holders

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 24, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

May 10, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 5, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File N

May 10, 2022 EX-99.2

Rallybio Announces In-Licensing of Potential First-In-Class Preclinical Antibody Candidate from Sanofi --Expands pipeline focus on rare benign hematological disorders-- --Licensing agreement marks first business development transaction since IPO—

Exhibit 99.2 Rallybio Announces In-Licensing of Potential First-In-Class Preclinical Antibody Candidate from Sanofi -Expands pipeline focus on rare benign hematological disorders- -Licensing agreement marks first business development transaction since IPO? NEW HAVEN, Conn. May 10, 2022- Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company committed to identifying and acceler

May 10, 2022 EX-99.1

Rallybio Reports First Quarter 2022 Financial Results -- Initiated Phase 1b proof-of-concept study for RLYB212 for the prevention of FNAIT; initial data expected in 3Q 2022 -- -- Phase 1 study of RLYB116 ongoing; initial single dose safety, PK, and P

Exhibit 99.1 Rallybio Reports First Quarter 2022 Financial Results - Initiated Phase 1b proof-of-concept study for RLYB212 for the prevention of FNAIT; initial data expected in 3Q 2022 - - Phase 1 study of RLYB116 ongoing; initial single dose safety, PK, and PD data expected in 2H 2022 - - Acquired RLYB331 from Sanofi, a potentially first-in-class antibody for the treatment of multiple severe anem

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

April 25, 2022 DEF 14A

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 4, 2022 EX-99.1

Rallybio Appoints Christine A. Nash and Hui Liu, Ph.D., to Its Board of Directors -Tim Shannon, M.D. to resign from Rallybio’s Board of Directors effective at 2022 Annual Meeting of Shareholders-

Exhibit 99.1 Rallybio Appoints Christine A. Nash and Hui Liu, Ph.D., to Its Board of Directors -Tim Shannon, M.D. to resign from Rallybio?s Board of Directors effective at 2022 Annual Meeting of Shareholders- NEW HAVEN, Conn. April 4, 2022- Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company committed to identifying and accelerating the development of life-transforming ther

April 4, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 1, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

March 15, 2022 EX-4.3

Exhibit 4.3

EX-4.3 2 rlyb-ex43.htm EX-4.3 Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the securities of Rallybio Corporation (“us,” “our,” “we” or the “Company”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is intended as a summary

March 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40693 RALLYBIO CORPOR

March 15, 2022 EX-99.1

Rallybio Reports Fourth Quarter and Full Year 2021 Financial Results -- Phase 1b proof-of-concept study for RLYB212 in development for the prevention of FNAIT on track to commence in 2Q 2022; initial data expected in 3Q 2022 -- -- First healthy volun

Exhibit 99.1 Rallybio Reports Fourth Quarter and Full Year 2021 Financial Results - Phase 1b proof-of-concept study for RLYB212 in development for the prevention of FNAIT on track to commence in 2Q 2022; initial data expected in 3Q 2022 - - First healthy volunteers dosed in Phase 1 study of RLYB116; single dose safety, PK, and PD data expected in 2H 2022 - - Advancing preclinical development of EN

March 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 15, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission Fil

March 7, 2022 EX-99.1

MARCH 2022 TAKING A DEVASTATING DISEASE – AND DEVASTATING IT. We’re going there. Corporate Presentation

MARCH 2022 TAKING A DEVASTATING DISEASE ? AND DEVASTATING IT. We?re going there. Corporate Presentation Forward-Looking Statements?This presentation contains forward-looking statements that are based on management?s beliefs and assumptions and on information currently available to management. All statements other than statements of historical facts contained in this presentation are forward-lookin

March 7, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 7, 2022 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission File

February 14, 2022 SC 13G/A

RLYB / Rallybio Holdings, LLC / VIKING GLOBAL INVESTORS LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Rallybio Corporation (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 75120L100 (CUSI

February 11, 2022 SC 13G

RLYB / Rallybio Holdings, LLC / New Leaf Ventures III, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rallybio Corporation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75120L100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

February 11, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement.

February 8, 2022 EX-99.1

Joint Filing Agreement

Exhibit 99.1 EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that

February 8, 2022 SC 13G

RLYB / Rallybio Holdings, LLC / Canaan XI L.P. - SC 13G Passive Investment

SC 13G 1 d274593dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Rallybio Corporation (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 75120L 100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the

February 8, 2022 EX-99.24

2018 POWER OF ATTORNEY

Exhibit 24 Exhibit 24 2018 POWER OF ATTORNEY 1. Appointment, Powers and Revocation. KNOW ALL MEN BY THESE PRESENTS, that each undersigned, and if such undersigned is not a natural person, acting by and through one of its authorized representatives (each such undersigned person or entity, a “Grantor”), effective from the date set forth opposite the name of such Grantor on the signature pages hereto

January 21, 2022 SC 13G

RLYB / Rallybio Holdings, LLC / Tekla Capital Management LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rallybio Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 75120L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

January 21, 2022 EX-99.1

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned persons, on January 21, 2022, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Rallybio Corp. on December 31, 2021. Tekla Capital Management LLC By /s/ Laura Woodward Laura Woodward Daniel R. Omstead By /s/ Daniel R. Omstead Daniel R. Omstead

January 18, 2022 SC 13D/A

RLYB / Rallybio Holdings, LLC / TPG GP A, LLC - AMENDED SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rallybio Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75120L100 (CUSIP Number) Bradford Berenson TPG Inc. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Address and Telep

November 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission

November 10, 2021 EX-99.1

Rallybio Corporation Reports Third Quarter 2021 Financial Results and Recent Business Highlights -- Initiated FNAIT natural history study to inform frequency of FNAIT risk in broad population and support future potential registration trial -- -- On-t

Exhibit 99.1 Rallybio Corporation Reports Third Quarter 2021 Financial Results and Recent Business Highlights - Initiated FNAIT natural history study to inform frequency of FNAIT risk in broad population and support future potential registration trial - - On-track to announce in 4Q 2021 additional clinical data from ongoing Phase 1/2 study of RLYB211 for prevention of FNAIT - - Executing across pr

November 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

September 9, 2021 EX-99.1

Rallybio Corporation Reports Second Quarter 2021 Financial Results and Recent Business Highlights ̶ Completed initial public offering for $92.7 million of gross proceeds ̶ ̶ Clinical proof-of-concept data for RLYB211 for the prevention of FNAIT was p

Exhibit 99.1 Rallybio Corporation Reports Second Quarter 2021 Financial Results and Recent Business Highlights ? Completed initial public offering for $92.7 million of gross proceeds ? ? Clinical proof-of-concept data for RLYB211 for the prevention of FNAIT was presented at the ISTH Virtual Congress; Additional Phase 1/2 data expected in 4Q 2021 ? ? On-track to initiate Phase 1 studies of RLYB212,

September 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 09, 2021 RALLYBIO CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-40693 85-1083789 (State or Other Jurisdiction of Incorporation) (Commission

September 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40693 RALLYBIO CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.

August 12, 2021 SC 13D

RLYB / Rallybio Holdings, LLC / 5AM Ventures V, L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rallybio Corporation (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 75120L100 (CUSIP Number) 5AM Venture Management, LLC 501 2nd Street, Suite 350 San Francisco, CA 94107 (415) 993-8565 (Name, Address and Telepho

August 12, 2021 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them.

August 12, 2021 SC 13D

RLYB / Rallybio Holdings, LLC / TPG Group Holdings (SBS) Advisors, Inc. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Rallybio Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75120L100 (CUSIP Number) Michael LaGatta TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Address and Te

August 12, 2021 SC 13D

RLYB / Rallybio Holdings, LLC / Pivotal bioVenture Partners Fund I, L.P. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Rallybio Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 75120L 100 (CUSIP Number) Robert Hopfner Pivotal bioVenture Partners Fund I U.G.P. Ltd 501 2nd Street, Suite 200 San Francisco, CA 94107 (415) 697-1002 (Name, Address and T

August 9, 2021 SC 13G

RLYB / Rallybio Holdings, LLC / VIKING GLOBAL INVESTORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Rallybio Corporation (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 75120L100 (CUSIP Number) July 29,

August 4, 2021 SC 13G

RLYB / Rallybio Holdings, LLC / FMR LLC Passive Investment

SCHEDULE 13G Amendment No. 0 RALLYBIO CORP COMMON STOCK Cusip #75120L100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #75120L100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 1,556,878 Item 6: 0 Item 7: 2,891,173 Item 8: 0 Item 9: 2,891,173 Item 11: 9.266%

August 2, 2021 EX-3.2

Amended and Restated Bylaws of Rallybio Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-40693), filed with the SEC on August 2, 2021).

Exhibit 3.2 RALLYBIO CORPORATION AMENDED AND RESTATED BYLAWS SECTION 1 - STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders of Rallybio Corporation, a Delaware corporation (the ?Corporation?), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at the plac

August 2, 2021 S-8

As filed with the Securities and Exchange Commission on August 2, 2021

As filed with the Securities and Exchange Commission on August 2, 2021 Registration No.

August 2, 2021 EX-4.1

Registration Rights Agreement, dated July 28, 2021, among the Registrant and certain of its stockholders (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40693), filed with the SEC on August 2, 2021).

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), is made as of the 28th day of July, 2021, by and among Rallybio Corporation, a Delaware corporation (including Rallybio Corporation?s successors by merger, acquisition, reorganization or otherwise, the ?Company?), each of the investors listed on Schedule A hereto, any additional Investor who becomes a

August 2, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): July 28, 2021 RALLYBIO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40693 85-1083789 (State or other jurisdiction of incorporation) (Commission File

August 2, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of Rallybio Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40693), filed with the SEC on August 2, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLYBIO CORPORATION Rallybio Corporation, a Delaware corporation (the ?Corporation?), hereby certifies that this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the ?DGCL?), and that: A. The name of the Corporatio

July 30, 2021 424B4

6,200,000 Shares Rallybio Corporation Common Stock

Table of Contents Filed Pursuant to Rule 4242(b)(4) Registration No. 333-257655 Registration No. 333-258244 PROSPECTUS 6,200,000 Shares Rallybio Corporation Common Stock We are offering 6,200,000 shares of our common stock. This is an initial public offering. Prior to this offering, there has been no public market for our shares of common stock. The initial public offering price is $13.00 per shar

July 29, 2021 8-A12B

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 RALLYBIO CORPORATION (Exact name of registrant as specified in its charter) Delaware 85-1083789 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2

July 29, 2021 CERT

CERT

July 28, 2021 S-1MEF

As filed with the Securities and Exchange Commission on July 28, 2021

As filed with the Securities and Exchange Commission on July 28, 2021 Registration No.

July 28, 2021 REDACTED EXHIBIT

REDACTED EXHIBIT

July 28, 2021 Martin W. Mackay, Ph.D. Chief Executive Officer 234 Church Street, Suite 1020 New Haven, CT 06510 Re: Rallybio Corporation Registration Statement on Form S-1, as amended Exhibit Nos. 10.1-10.6 Filed July 2, 2021 File No. 333-257655 Dear Dr. Mackay: We have concluded our assessment of your redacted exhibits for compliance with applicable form requirements and will process your supplem

July 26, 2021 CORRESP

RALLYBIO CORPORATION 234 Church Street Suite 1020 New Haven, CT 06510

CORRESP 1 filename1.htm RALLYBIO CORPORATION 234 Church Street Suite 1020 New Haven, CT 06510 July 26, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dillon Hagius and Celeste Murphy, Division of Corporation Finance Re: Rallybio Corporation Registration Statement on Form S-1 (File No. 333-257655) Request for

July 26, 2021 CORRESP

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Jefferies LLC 520 Madison Avenue New York, New York 10022 Cowen and Company, LLC 599 Lexington Avenue, 25th Floor New York, New York 10022 Evercore Group L.

July 22, 2021 EX-10.12

Rallybio Corporation 2021 Equity Incentive Plan (previously filed as Exhibit 10.12 to the registration statement on Form S-1 filed on July 22, 2021 (File No. 333-257655) and incorporated herein by reference).

EX-10.12 13 d99471dex1012.htm EX-10.12 Exhibit 10.12 RALLYBIO CORPORATION 2021 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock

July 22, 2021 EX-10.13

Form of Non-Qualified Stock Option Award Agreement under the Rallybio Corporation 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), as amended, filed with the SEC on July 22, 2021).

Exhibit 10.13 Name: [] Number of Shares of Stock subject to the Stock Option: [] Exercise Price Per Share: $[] Date of Grant: [] [Vesting Commencement Date:] [] RALLYBIO CORPORATION 2021 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT This agreement (this ?Agreement?) evidences a stock option granted by Rallybio Corporation, a Delaware corporation (the ?Company?), to the individual name

July 22, 2021 EX-10.16

Form of Restricted Stock Unit Award Agreement under the Rallybio Corporation 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), as amended, filed with the SEC on July 22, 2021).

Exhibit 10.16 Name: [] Number of Restricted Stock Units: [] Date of Grant: [] [Vesting Commencement Date:] [] RALLYBIO CORPORATION 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This agreement (this ?Agreement?) evidences a grant (the ?Award?) of Restricted Stock Units (?RSUs?) by Rallybio Corporation, a Delaware corporation (the ?Company?), to the individual named above (the ?Particip

July 22, 2021 S-1/A

As filed with the Securities and Exchange Commission on July 22, 2021.

Table of Contents As filed with the Securities and Exchange Commission on July 22, 2021.

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