RLYB / Rallybio Corporation - Документы SEC, Годовой отчет, Доверенное заявление

Раллибио Корпорация
US ˙ NasdaqCM ˙ US75120L1008

Основная статистика
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)
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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 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 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 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 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

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

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 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

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.

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 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 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 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-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 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 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-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

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.

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

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 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 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-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 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.

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

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 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 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

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

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 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 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

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

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 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

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 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-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

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 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 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

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

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 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 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 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

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-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 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

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

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

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 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 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 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 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 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 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-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 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 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 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 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

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

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 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-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.

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 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

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

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 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 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 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 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.

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

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 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 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-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 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 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 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 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-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 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

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

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 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 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 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 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.

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

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 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

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

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 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-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 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 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

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

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 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.

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

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 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.

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

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 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 / 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 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 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 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 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

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

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 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 26, 2021 CORRESP

[Remainder of page intentionally left blank]

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 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 22, 2021 EX-3.2

Form of Amended and Restated Bylaws of the Registrant (to be effective prior to the consummation of this offering).

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

July 22, 2021 EX-10.17

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Rallybio Corporation 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 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 10.17 Name: [] Number of Restricted Stock Units: [] Date of Grant: [] [Vesting Commencement Date:] [] RALLYBIO CORPORATION 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Directors and Consultants) This agreement (this ?Agreement?) evidences a grant (the ?Award?) of Restricted Stock Units (?RSUs?) by Rallybio Corporation, a Delaware corporation (the ?Company?), to

July 22, 2021 EX-10.22

Amended and Restated Employment Agreement between Rallybio, LLC and Jeffrey M. Fryer (incorporated by reference to Exhibit 10.22 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 10.22 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of July 15, 2021 by and between Rallybio, LLC, a Delaware limited liability company (the ?Company?), and Jeffrey M. Fryer (the ?Executive?) and effective as of the day prior to the date on which Rallybio Corporation (?Parent?) becomes subject to the reporting obligations of

July 22, 2021 EX-10.23

Form of Equity Adjusted Notice (incorporated by reference to Exhibit 10.23 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 10.23 , 2021 RALLYBIO HOLDINGS, LLC EQUITY ADJUSTMENT NOTICE This notice (this ?Notice?) describes certain amendments that are being made to the Restricted Share Agreement(s) and/or Contribution and Restricted Share Agreement(s) (each, as amended from time to time, your ?Award Agreement(s)?) between you and Rallybio Holdings, LLC (the ?LLC?) and to the restricted common units and/or incent

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-10.10

Form of Restricted Share Agreement (Profits Interests) under the Rallybio Holdings, LLC 2018 Share Plan (incorporated by reference to Exhibit 10.10 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 10.10 RALLYBIO HOLDINGS, LLC 2018 SHARE PLAN NOTICE OF GRANT Name: Address: You have been granted common shares (the ?Common Shares?) of Rallybio Holdings, LLC, a Delaware limited liability company (the ?Company?), subject to the terms and conditions of the Company?s 2018 Share Plan and the attached Restricted Share Agreement (the ?Share Agreement?), as follows: Date of Grant: Vesting Comm

July 22, 2021 EX-10.11

Form of Contribution and Restricted Share Agreement (incorporated by reference to Exhibit 10.11 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 10.11 RALLYBIO HOLDINGS, LLC CONTRIBUTION AND RESTRICTED SHARE AGREEMENT This CONTRIBUTION AND RESTRICTED SHARE AGREEMENT (this ?Agreement?), effective (the ?Effective Date?), is entered into by and between Rallybio Holdings, LLC, a Delaware limited liability company (the ?Company?), and (the ?Recipient?). WHEREAS, the Recipient owns Common Shares (the ?Sub Shares?) of RallyBIO, LLC, a Del

July 22, 2021 EX-4.1

Specimen stock certificate evidencing shares of common stock (incorporated by reference to Exhibit 4.1 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 4.1 RALLYBIO CORPORATION THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIO

July 22, 2021 EX-4.2

Form of Registration Rights Agreement, among the Registrant and certain of its stockholders, to be in effect immediately prior to completion of this offering.

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), is made as of the [ ] day of [ ], 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 pa

July 22, 2021 EX-2.1

Form of Plan of Liquidation and Dissolution (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), as amended, filed with the SEC on July 22, 2021).

EX-2.1 3 d99471dex21.htm EX-2.1 Exhibit 2.1 RALLYBIO HOLDINGS, LLC PLAN OF LIQUIDATION AND DISSOLUTION This Plan of Liquidation and Dissolution (the “Plan”) is entered into as of the [ ] day of July, 2021, by Rallybio Holdings, LLC, a Delaware limited liability company (the “LLC”). This Plan is intended accomplish the complete liquidation and dissolution of the LLC under and in accordance with the

July 22, 2021 EX-1.1

Form of LockUp Agreement by and among certain stockholders and the directors and officers of the Issuer and the Representatives (incorporated by reference to Exhibit A of Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1/A filed with the Commission on July 22, 2021).

Exhibit 1.1 [?] Shares of Common Stock Rallybio Corporation UNDERWRITING AGREEMENT [?], 2021 JEFFERIES LLC COWEN AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, New York 10022 c/o EVERCORE GROUP L.L.C. 55 East 52nd Street New York

July 22, 2021 EX-10.19

Rallybio Corporation 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.19 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 10.19 RALLYBIO CORPORATION 2021 EMPLOYEE STOCK PURCHASE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock, and thereby acquire an interest in the Company. Dur

July 22, 2021 EX-10.18

Rallybio Corporation 2021 Cash Incentive Plan (incorporated by reference to Exhibit 10.18 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 10.18 RALLYBIO CORPORATION 2021 CASH INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth 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 of cash-based incentive Awards. 3. ADMINISTRATION The Plan will be admin

July 22, 2021 EX-10.14

Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the Rallybio Corporation 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 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 10.14 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 (Non-Employee Directors and Consultants) This agreement (this ?Agreement?) evidences a stock option granted by Rallybio Corporation, a Delaware corp

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-10.16

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 EX-10.21

Amended and Restated Employment Agreement between Rallybio, LLC and Stephen Uden (incorporated by reference to Exhibit 10.21 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 10.21 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of July 15, 2021 by and between Rallybio, LLC, a Delaware limited liability company (the ?Company?), and Stephen Uden (the ?Executive?) and effective as of the day prior to the date on which Rallybio Corporation (?Parent?) becomes subject to the reporting obligations of Sec

July 22, 2021 EX-10.20

Amended and Restated Employment Agreement between Rallybio, LLC and Martin Mackay (incorporated by reference to Exhibit 10.20 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 10.20 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of July 15, 2021 by and between Rallybio, LLC, a Delaware limited liability company (the ?Company?), and Martin W. Mackay (the ?Executive?) and effective as of the day prior to the date on which Rallybio Corporation (?Parent?) becomes subject to the reporting obligations of

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.

July 22, 2021 EX-3.1

Form of Amended and Restated Certificate of Incorporation of the Registrant (to be effective prior to the consummation of this offering).

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 22, 2021 EX-10.15

Form of Incentive Stock Option Award Agreement under the Rallybio Corporation 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 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 10.15 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 INCENTIVE STOCK OPTION AGREEMENT This agreement (this ?Agreement?) evidences a stock option granted by Rallybio Corporation, a Delaware corporation (the ?Company?), to the individual na

July 22, 2021 EX-10.7

Form of Indemnification Agreement, between the Registrant and each of its directors and executive officers.

Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of , 2021 between Rallybio Corporation, a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protecti

July 22, 2021 EX-10.9

Form of Indemnification Agreement, between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.9 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 10.9 RALLYBIO HOLDINGS, LLC 2018 SHARE PLAN NOTICE OF GRANT FOR CAPITAL INTERESTS Name: Address: You have been granted common shares (the ?Common Shares?) of Rallybio Holdings, LLC, a Delaware limited liability company (the ?Company?), subject to the terms and conditions of the Company?s 2018 Share Plan and the attached Restricted Share Agreement (the ?Share Agreement?), as follows: Date o

July 12, 2021 CORRESP

CONFIDENTIAL TREATMENT REQUESTED BY RALLYBIO CORPORATION UNDER 17 C.F.R. §200.83 FOR REQUEST NO. 1

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM Marc A. Rubenstein T +1 617 951 7826 [email protected] Submitted pursuant to a Request for Confidential Treatment Pursuant to 17 C.F.R. 200.83 FOIA Confidential Treatment Request The entity requesting confidential treatment is Rallybio Corporation 234 Church Street, Suite 1020 New Haven, CT 06

July 2, 2021 S-1

Power of Attorney

Table of Contents As filed with the Securities and Exchange Commission on July 2, 2021.

July 2, 2021 EX-10.3

Product License Agreement, by and between Affibody AB and Swedish Orphan Biovitrum AB (PUBL), dated March 9, 2012, and assigned to IPC Research, LLC on March 15, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), filed with the SEC on July 2, 2021).

Exhibit 10.3 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 ?[***]?. PRODUCT LICENSE AGREEMENT This Agreement (the ?Agreement?), is made and entered into as of

July 2, 2021 EX-10.2

Asset Transfer Agreement, by and between Swedish Orphan Biovitrum AB (PUBL) and IPC Research, LLC, dated March 15, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), filed with the SEC on July 2, 2021).

EX-10.2 3 d99471dex102.htm EX-10.2 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 “[***]”. ASSET TRANSFER AGREEMENT by and between SWEDISH ORPHAN B

July 2, 2021 EX-10.5

Amendment No. 2 to Product License Agreement, by and between Affibody AB and IPC Research, LLC, dated December 22, 2020 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), filed with the SEC on July 2, 2021).

Exhibit 10.5 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 ?[***]?. AMENDMENT NO 2 TO C5 PLA THIS AMENDMENT NO 2 to the Product License Agreement dated March 9

July 2, 2021 EX-10.6

Operating Agreement of RE Ventures I, LLC, by and between Rallybio IPB, LLC and Exscientia Limited, dated July 19, 2019 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), filed with the SEC on July 2, 2021).

Exhibit 10.6 Execution Copy 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 ?[***]?. OPERATING AGREEMENT OF RE VENTURES I, LLC THIS OPERATING AGREEMENT (the ?Agr

July 2, 2021 EX-10.8

Rallybio Holdings, LLC 2018 Share Plan, as amended.

Exhibit 10.8 As amended, as of January 20, 2021 RALLYBIO HOLDINGS, LLC 2018 SHARE PLAN I. GENERAL 1.1. Purpose. The purpose of this equity incentive plan (the ?Plan?) is to secure for Rallybio Holdings, LLC, a Delaware limited liability company (the ?Company?), and its members the benefits arising from equity ownership by employees, officers and managers of, and consultants or advisors to, the Com

July 2, 2021 EX-10.4

Amendment No. 1 to Product License Agreement, by and between Affibody AB and Swedish Orphan Biovitrum AB (PUBL), dated January 1, 2018, and assigned to IPC Research, LLC on March 15, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), filed with the SEC on July 2, 2021).

Exhibit 10.4 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 ?[***]?. AMENDMENT NO 1 TO C5 PLA THIS AMENDMENT NO 1 to the Product License Agreement dated March 9

July 2, 2021 EX-10.1

Asset Purchase Agreement, by and between Rallybio IPA, LLC and Prophylix AS, dated June 28, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-257655), filed with the SEC on July 2, 2021).

Exhibit 10.1 CONFIDENTIAL EXECUTION COPY 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 ?[***]?. ASSET PURCHASE AGREEMENT Dated as of June 28, 2019 between RALL

July 2, 2021 EX-21

List of Subsidiaries of the Registrant.

EX-21 9 d99471dex21.htm EX-21 Exhibit 21 SUBSIDIARIES Subsidiary Name Jurisdiction of Organization Rallybio, LLC Delaware Rallybio IPA, LLC Delaware Rallybio IPB, LLC Delaware IPC Research, LLC Delaware

June 7, 2021 DRSLTR

* * * * *

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM June 7, 2021 Marc A. Rubenstein T +1 617 951 7826 [email protected] BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dillon Hagius and Celeste Murphy Re: Rallybio Holdings, LLC Draft Registration Statement on Form

June 7, 2021 EX-10.6

OPERATING AGREEMENT RE VENTURES I, LLC

Exhibit 10.6 Execution Copy 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 ?[***]?. OPERATING AGREEMENT OF RE VENTURES I, LLC THIS OPERATING AGREEMENT (the ?Agr

June 7, 2021 DRS/A

As confidentially submitted with the Securities and Exchange Commission on June 7, 2021, as Amendment No. 1 to the draft registration statement confidentially submitted on April 27, 2021. This draft registration statement has not been filed publicly

DRS/A 1 filename1.htm Table of Contents As confidentially submitted with the Securities and Exchange Commission on June 7, 2021, as Amendment No. 1 to the draft registration statement confidentially submitted on April 27, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. Registr

April 27, 2021 EX-10.1

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 “[***]”. ASSET PURCHASE AGREEMENT Dated as of June 28, 2019

Exhibit 10.1 CONFIDENTIAL EXECUTION COPY 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 ?[***]?. ASSET PURCHASE AGREEMENT Dated as of June 28, 2019 between RALL

April 27, 2021 EX-10.5

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 “[***]”. AMENDMENT NO 2 TO C5 PLA

Exhibit 10.5 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 ?[***]?. AMENDMENT NO 2 TO C5 PLA THIS AMENDMENT NO 2 to the Product License Agreement dated March 9

April 27, 2021 DRS

As confidentially submitted with the Securities and Exchange Commission on April 27, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confiden

Table of Contents As confidentially submitted with the Securities and Exchange Commission on April 27, 2021.

April 27, 2021 EX-10.4

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 “[***]”. AMENDMENT NO 1 TO C5 PLA

Exhibit 10.4 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 ?[***]?. AMENDMENT NO 1 TO C5 PLA THIS AMENDMENT NO 1 to the Product License Agreement dated March 9

April 27, 2021 EX-10.2

ASSET TRANSFER AGREEMENT by and between SWEDISH ORPHAN BIOVITRUM AB (PUBL) IPC RESEARCH, LLC DATE: 15 MARCH 2019

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 ?[***]?. ASSET TRANSFER AGREEMENT by and between SWEDISH ORPHAN BIOVITRUM AB (PUBL) and IPC RESEARCH

April 27, 2021 EX-10.7

RALLYBIO HOLDINGS, LLC 2018 SHARE PLAN I. GENERAL

Exhibit 10.7 As amended, as of January 20, 2021 RALLYBIO HOLDINGS, LLC 2018 SHARE PLAN I. GENERAL 1.1. Purpose. The purpose of this equity incentive plan (the ?Plan?) is to secure for Rallybio Holdings, LLC, a Delaware limited liability company (the ?Company?), and its members the benefits arising from equity ownership by employees, officers and managers of, and consultants or advisors to, the Com

April 27, 2021 EX-10.3

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 “[***]”. PRODUCT LICENSE AGREEMENT

Exhibit 10.3 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 ?[***]?. PRODUCT LICENSE AGREEMENT This Agreement (the ?Agreement?), is made and entered into as of

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