Rallybio Stockholders Approve Avenzo Merger, Name Change and Reverse Split

Key Points

• Rallybio stockholders approved issuing shares to Avenzo security holders in the planned merger, a transaction expected to represent more than 20% of Rallybio’s pre-merger shares and trigger a change of control under Nasdaq rules.
• Investors also approved a one-for-two to one-for-nine reverse split, a name change to Avenzo Therapeutics Inc., and an increase in authorized common shares to 500 million from 200 million. The final split ratio will be determined by Rallybio and Avenzo.
• The merger-related equity incentive and employee stock purchase plans were approved but are contingent on the merger closing; the company said it expects to report final voting results in a Form 8-K within four business days.

Rallybio NASDAQ: RLYB stockholders approved a series of proposals tied to the company’s planned merger with Avenzo Therapeutics Inc., including the issuance of Rallybio shares to Avenzo security holders and corporate actions that would take effect in connection with the transaction.

At Rallybio’s 2026 annual meeting, Chairman Martin Mackay said the virtual meeting was called to order at 10 a.m. Eastern time on Nov. 4. Stockholders of record as of Sept. 11, 2026, were eligible to vote.

Chief Financial Officer Jon Lieber, serving as secretary of the meeting, said 5,312,584 shares of common stock were outstanding and eligible to vote as of the record date. Shares representing 4,790,320 votes, or approximately 90% of the company’s voting power, were represented virtually or by proxy, establishing a quorum.

Merger-Related Proposals Approved

The principal proposal approved by stockholders authorized Rallybio to issue common stock to Avenzo security holders under the merger agreement between Rallybio, Avenzo Therapeutics and Farmington Merger Sub Inc. The agreement is dated May 31, 2026.

Lieber said the share issuance would represent more than 20% of Rallybio’s common stock outstanding immediately before the merger and would result in a change of control of Rallybio under Nasdaq Listing Rules 5635(a) and 5635(b).

Stockholders also approved several related amendments to Rallybio’s certificate of incorporation:

• A reverse stock split at a ratio ranging from one-for-two to one-for-nine, with the final ratio to be mutually determined by Rallybio and Avenzo.
• A change in Rallybio’s corporate name to Avenzo Therapeutics Inc.
• An increase in the number of authorized common shares to 500 million from 200 million.

In addition, investors approved the Avenzo Therapeutics Inc. 2026 Equity Incentive Plan and the Avenzo Therapeutics Inc. 2026 Employee Stock Purchase Plan. Both plans would become effective immediately following consummation of the merger and remain contingent on completion of the transaction.

Board Elections and Auditor Ratification

Stockholders elected Viva Newton, Helen Boudreau, Lucian Iancovici and Christine Nash as Class II directors. The directors are to serve until the company’s 2029 annual meeting of stockholders and until their successors are elected and qualified, subject to earlier death, disqualification, resignation or removal.

Investors also ratified the appointment of Deloitte & Touche LLP as Rallybio’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.

Additional Meeting Matters

Stockholders approved a proposal permitting adjournment of the annual meeting, if needed, to solicit additional proxies in the event there were insufficient votes for the share issuance, reverse stock split, name change or authorized-share increase.

Broadridge Financial Solutions served as inspector of elections. Lieber said the company would report final voting results in a Form 8-K filing within four business days.

The meeting was adjourned after the preliminary results were announced. Mackay thanked stockholders for attending on behalf of the company, its board and management.

About Rallybio (NASDAQ:RLYB)

Rallybio Corporation is a clinical-stage biotechnology company focused on developing medicines for patients with rare diseases, with an emphasis on conditions that affect maternal and fetal health, as well as other serious disorders with limited treatment options. The company is headquartered in New Haven, Connecticut, and its programs are intended for specialized patient populations in the United States and international markets.

Rallybio's lead program, RLYB212, is being developed to prevent fetal and neonatal alloimmune thrombocytopenia, a rare condition in which maternal antibodies attack fetal platelets during pregnancy.

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