{"url_path":"/sec/rlyb/8-k/2026-06-01/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1739410/0001193125-26-249790-index.html","accession_number":"0001193125-26-249790","cik":"0001739410","ticker":"RLYB","issuer_name":"Rallybio Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1739410/0001193125-26-249790-index.html","primary_entity_key":"0001739410","primary_entity_name":"Rallybio Corp"},"word_count":1373,"has_tables":true,"body_markdown":"Item 9.01.\n\nFinancial Statements and Exhibits.\n\n \n\n(d)\n\nExhibits.\n\n \n\nExhibit\nNumber\n\n  \n\nExhibit Description\n\n 2.1+\n  \n[Agreement and Plan of Merger and Reorganization, dated May 31, 2026, by and among Rallybio Corporation, Farmington Merger Sub, Inc., and Avenzo Therapeutics, Inc.](d19106dex21.htm)\n\n10.1\n  \n[Form of Rallybio Support Agreement.](d19106dex101.htm)\n\n10.2\n  \n[Form of Avenzo Support Agreement.](d19106dex102.htm)\n\n10.3\n  \n[Form of Lock-Up Agreement.](d19106dex103.htm)\n\n10.4\n  \n[Form of CVR Agreement.](d19106dex104.htm)\n\n10.5\n  \n[Form of Subscription Agreement.](d19106dex105.htm)\n\n10.6\n  \n[Form of Registration Rights Agreement.](d19106dex106.htm)\n\n10.7\n  \n[Amendment to Second Amended and Restated Employment Agreement, effective as of May 31, 2026, between Rallybio Corporation and Stephen Uden.](d19106dex107.htm)\n\n10.8\n  \n[Amendment to Employment Agreement, effective as of May 31, 2026, between Rallybio Corporation and Jonathan Lieber.](d19106dex108.htm)\n\n10.9\n  \n[Amendment to Separation Agreement, effective as of May 31, 2026, between Rallybio Corporation and Steven Ryder.](d19106dex109.htm)\n\n99.1\n  \n[Joint Press Release, issued on June 1, 2026.](d19106dex991.htm)\n\n99.2\n  \n[Investor Presentation, dated June 1, 2026.](d19106dex992.htm)\n\n99.3\n  \n[Conference Call Script, dated June 1, 2026](d19106dex993.htm)\n\n104\n  \nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n+\n\nRegistrant has omitted schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the structure and intended tax treatment of the proposed Merger; expectations regarding the ownership structure of the combined company; the expected management team of the combined company; expectations regarding the structure, size, timing and completion of the Concurrent Financing; the potential of Rallybio stockholders to receive consideration pursuant to the CVRs; and other statements that are not historical fact. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. There can be no assurance that future developments affecting Rallybio, Avenzo or the Contemplated Transactions will be those that have been anticipated.\n\nForward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Rallybio’s and Avenzo’s control. Rallybio’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that the conditions to the Closing are not satisfied; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Rallybio and Avenzo to consummate the proposed Merger; (iii) risks related to Rallybio’s ability to manage its operating expenses and its expenses associated with the proposed Merger pending Closing; (iv) risks related to the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the proposed Merger; (v) the risk that as a result of adjustments to the Exchange Ratio, Rallybio’s stockholders and Avenzo’s stockholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of Rallybio Common Stock relative to the value suggested by the Exchange Ratio; (vii) unexpected costs, charges or expenses resulting from the proposed Contemplated Transactions; (viii) the risk that the Concurrent Financing is not consummated; (ix) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement and the other agreements entered into in connection therewith; and (x) the possibility that holders of CVRs may never receive any proceeds therefrom. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Rallybio’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each filed with the SEC, and in other filings that Rallybio makes and will make with the SEC in connection with the proposed merger, including the Proxy Statement (as defined below). You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Rallybio expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Rallybio or Avenzo.\n\nParticipants in the Solicitation\n\nThis Current Report on Form 8-K relates to the proposed Merger and other Contemplated Transactions involving Rallybio and Avenzo and may be deemed to be solicitation material in respect of the proposed Merger and other Contemplated Transactions. In connection with the proposed Merger and other Contemplated Transactions, Rallybio will file relevant materials with the SEC, including the Form S-4 that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Rallybio may file with the SEC and or send to Rallybio’s stockholders in connection with the proposed Merger. Rallybio, Avenzo, and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from Rallybio’s stockholders with respect to the proposed Merger and other Contemplated Transactions under the rules of the SEC. Information about the directors and executive officers of Rallybio is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 16, 2026, and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described below. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF RALLYBIO ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RALLYBIO, THE PROPOSED MERGER AND OTHER CONTEMPLATED TRANSACTIONS AND RELATED MATTERS.\n\nNo Offer or Solicitation\n\nThis Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transactions herein or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance with applicable law. BEFORE MAKING ANY VOTING DECISION, INVESTORS\n\nAND SECURITY HOLDERS OF RALLYBIO ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RALLYBIO, THE PROPOSED MERGER AND THE CONTEMPLATED TRANSACTIONS AND OTHER RELATED MATTERS.\n\nAdditional Information and Where to Find It\n\nInvestors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Rallybio with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by Rallybio with the SEC will also be available free of charge on Rallybio’s website at investors.rallybio.com, or by contacting Rallybio’s Investor Relations at investors@rallybio.com.\n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \nRALLYBIO CORPORATION\n\nDate: June 1, 2026\n \n\n \nBy:\n \n\n/s/ Jonathan I. Lieber\n\n \n\n \nName:\n \nJonathan I. Lieber\n\n \n\n \nTitle:\n \nChief Financial Officer and Treasurer"}