Rallybio Corp Files 8-K: Material Agreement & Equity Sales

TL;DR

Rallybio filed an 8-K detailing a material agreement and equity sales.

AI Summary

Rallybio Corporation announced on April 9, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits. This 8-K filing details these significant corporate events.

Why It Matters

This filing indicates significant corporate actions by Rallybio, including a new agreement and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and regulatory risks.

Key Players & Entities

• Rallybio Corporation (company) — Registrant
• April 9, 2024 (date) — Date of earliest event reported
• 234 Church Street, Suite 1020 New Haven, Connecticut 06510 (address) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share RLYB NASDAQ Global Select Mar
• $0.5 million — de an upfront payment to the Company of $0.5 million. The Company is also eligible to receiv
• $3.7 m — ional payments of up to an aggregate of $3.7 million, based upon certain triggers rela
• $6.6 m — roceeds to the Company of approximately $6.6 million, before deducting estimated offer

Filing Documents

• rlyb-20240409.htm (8-K) — 34KB
• exhibit991.htm (EX-99.1) — 17KB
• img96626370_0.jpg (GRAPHIC) — 9KB
• 0001739410-24-000040.txt ( ) — 199KB
• rlyb-20240409.xsd (EX-101.SCH) — 2KB
• rlyb-20240409_lab.xml (EX-101.LAB) — 23KB
• rlyb-20240409_pre.xml (EX-101.PRE) — 13KB
• rlyb-20240409_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Collaboration Agreement On April 9, 2024, Rallybio Corporation (the "Company"), through its subsidiary Rallybio IPA, LLC, entered into a collaboration agreement (the "Collaboration Agreement") with Johnson & Johnson, through its wholly-owned subsidiary, Momenta Pharmaceuticals, Inc. ("J&J"), pursuant to which the Company and J&J will advance therapeutic solutions for pregnant individuals at risk of fetal and neonatal alloimmune thrombocytopenia ("FNAIT"). Under the Collaboration Agreement, the Company will share certain aggregated, anonymized data with J&J, collected from the Company's FNAIT natural history study and the Company's planned Phase 2 FNAIT clinical trial that will be restricted to collection of certain natural history data in support of the FNAIT natural history study. The Company also agreed to disseminate information to its FNAIT study sites related to J&J's and its affiliates' research and development of complementary therapeutic approaches aimed at reducing the risk of FNAIT. Under the terms of the Collaboration Agreement, J&J will provide an upfront payment to the Company of $0.5 million. The Company is also eligible to receive additional payments of up to an aggregate of $3.7 million, based upon certain triggers relating to the FNAIT studies and the Company's activities under the Collaboration Agreement. The Collaboration Agreement expires on April 9, 2026. The Company may terminate the Collaboration Agreement upon J&J's material breach, the Company's decision to discontinue an FNAIT study, or during a certain part of the term if the Company determines for any reason that termination of the Collaboration Agreement is in the best interests of the Company. J&J may terminate the Collaboration Agreement upon the Company's material, uncured breach, upon the Company's decision to discontinue an FNAIT study, documented failure of the Company to conduct its FNAIT studies in accordance with appl

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information regarding the Shares set forth under Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The Company issued the Shares in reliance on the exemption from registration provided for under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption from registration for private placements based in part on the representations made by the Purchaser, including the representations with respect to the Purchaser's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and the Purchaser's investment intent. The offer and sale of the Shares have not been registered under the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 10, 2024, the Company issued a press release announcing the Collaboration Agreement and the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is deemed to have been furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release issued by the Company on April 10 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RALLYBIO CORPORATION Date: April 10, 2024 By: /s/ Jonathan I. Lieber Jonathan I. Lieber Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR