Rallybio Corp 8-K

What Happened
Rallybio filed an 8-K on June 1, 2026 disclosing that on May 31, 2026 it entered into an Agreement and Plan of Merger and Reorganization to combine with Avenzo Therapeutics, a clinical‑stage oncology company, by merging Rallybio’s wholly‑owned Merger Sub into Avenzo (Avenzo will survive as a Rallybio subsidiary). The deal is intended to qualify as a tax‑free reorganization. Concurrently, Avenzo agreed to a $215.0 million private financing to be completed immediately prior to closing. On a pro forma, fully‑diluted basis (assuming $215M raised, a Rallybio valuation of $15M and an Avenzo valuation of $300M), pre‑Merger Avenzo holders would own ~56.6% of the combined company, Investors ~40.6%, and pre‑Merger Rallybio holders ~2.8%. The filing says Avenzo’s CEO Athena Countouriotis is expected to lead the combined company and several current Rallybio executives and directors are expected to resign.

Key Details

• Closing mechanics: Avenzo Class A shares issued in the Concurrent Financing will convert into Rallybio common stock under an Exchange Ratio; outstanding Avenzo shares/options will convert into Rallybio stock/options. Rallybio will file a Form S‑4 to register the shares to be issued.
• Ownership and financing: Concurrent Financing of $215.0M; pro forma ownership expected ~56.6% Avenzo holders / ~40.6% Investors / ~2.8% Rallybio holders (fully diluted, subject to adjustments).
• Governance & management: Athena Countouriotis expected to serve as Chair, President & CEO of the combined company; Avenzo executives expected to fill CFO, CMO and CLO roles; combined board initially expected to have seven directors.
• Protections & payments: Termination fees and expense reimbursements are included (Avenzo may owe up to $20M or $8M in certain break‑fee scenarios; Rallybio may owe $600K in certain cases); support and lock‑up agreements executed by major stockholders (Rallybio stockholders representing ~24.3% and Avenzo holders representing ~78% entered support agreements).
• Contingent Value Right (CVR): Rallybio will establish CVRs for pre‑closing Rallybio security holders to share potential net proceeds from disposition of Rallybio’s legacy assets and certain Recursion proceeds; CVR payments are contingent and may be zero.
• Closing conditions include stockholder approvals, Nasdaq listing/approval, effectiveness of the Form S‑4, receipt of at least $215M in the Concurrent Financing, and specified Rallybio Net Cash thresholds.

Why It Matters
This transaction would effectively turn Rallybio into the public vehicle for Avenzo’s clinical‑stage oncology business, with substantial new capital ($215M) and Avenzo equityholders controlling the combined company. For Rallybio investors, the deal implies major dilution and a likely change in management and strategy, plus pending stockholder votes (including a reverse split, name change and an increase in authorized shares). The CVR offers a limited, contract‑only chance to share in proceeds from Rallybio’s legacy assets, but holders may receive nothing. Completion depends on multiple conditions (financing, regulatory and shareholder approvals), so the outcome and timing are uncertain; the filing highlights those risks and related potential impacts.