Rallybio Corp 8-K

What Happened

• Rallybio Corporation filed a Certificate of Amendment to its Certificate of Incorporation to effect a 1-for-8 reverse stock split of its common stock. The amendment was approved by stockholders at a Special Meeting on January 26, 2026 and is effective at 12:01 a.m. Eastern Time on February 6, 2026. The company's common stock is expected to begin trading on a post-split basis under CUSIP 75120L 209 on February 6, 2026.

Key Details

• Special Meeting date: January 26, 2026; only holders of record as of December 30, 2025 could vote.
• Shares outstanding as of the record date: 42,243,774; shares represented by proxy at the meeting: 34,983,474 (quorum).
• Vote on Proposal 1 (authorize reverse split range 1-for-5 to 1-for-20, board to choose ratio): For 34,507,021; Against 464,514; Abstaining 11,939. Proposal 1 was approved and the board selected a 1-for-8 split.
• Certificate of Amendment filed as Exhibit 3.1 to the Form 8-K (filed Jan 29, 2026).

Why It Matters

• The reverse split will consolidate issued and outstanding common shares at a 1-for-8 ratio; each holder’s total ownership percentage remains the same while the number of shares held will be reduced proportionally.
• Market price per share is expected to adjust proportionally on a post-split basis; the filing does not disclose any other corporate or financial changes. Investors should note the effective date (Feb 6, 2026) for trading and share-count adjustments.