# Rallybio Corp (RLYB) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_d4f1e929fa63b916a441 · retrieved 2026-08-11T15:54:33.883Z

## Overview
Rallybio Corporation is a clinical-stage biotechnology company that develops therapeutics; following the merger, the combined company will advance a portfolio of T-cell engager therapeutics for autoimmune diseases.

On March 1, 2026, Rallybio Corporation entered into a merger agreement with Candid Therapeutics, Inc., a clinical-stage biotechnology company developing T-cell engager therapeutics for autoimmune diseases. Under the agreement, Rallybio's subsidiary Farmington Merger Sub will merge with and into Candid, with Candid surviving as a wholly-owned subsidiary of Rallybio. Candid shareholders will receive Rallybio Common Stock based on an exchange ratio formula. On a pro forma basis at closing, pre-Merger Candid equityholders (excluding concurrent financing investors) are expected to own approximately 57.55% of the combined company, pre-Merger Rallybio equityholders will own approximately 3.65%, and concurrent financing investors will hold approximately 38.80%, based on a Candid valuation of $750.0 million and a Rallybio valuation of $47.5 million (assuming $37.5 million in Rallybio net cash). The merger is intended to qualify as a tax-free reorganization. Ken Song, MD, Candid's Chairman, President and CEO, is expected to serve as President and CEO of the combined company.

## Terms
- Counterparty: Candid Therapeutics, Inc. · Deal value: $750.0M · Consideration: stock · Stake: 57.55%

## Key dates
- Announced 2026-06-01

## Timeline
- 2026-03-02 · 425 (0001193125-26-084452): 425 - Rallybio Corp — *Rallybio Corporation is a clinical-stage biotechnology company that develops therapeutics; following the merger, the combined company will advance a portfolio of T-cell engager therapeutics for autoimmune diseases.* On March 1, 2026, Rallybio Corporation entered into a merger agreement with Candid Therapeutics, Inc., a clinical-stage biotechnology company developing T-cell engager therapeutics for autoimmune diseases. Under the agreement, Rallybio's subsidiary Farmington Merger Sub will merge with and into Candid, with Candid surviving as a wholly-owned subsidiary of Rallybio. Candid shareholders will receive Rallybio Common Stock based on an exchange ratio formula. On a pro forma basis at closing, pre-Merger Candid equityholders (excluding concurrent financing investors) are expected to own approximately 57.55% of the combined company, pre-Merger Rallybio equityholders will own approximately 3.65%, and concurrent financing investors will hold approximately 38.80%, based on a Candid valuation of $750.0 million and a Rallybio valuation of $47.5 million (assuming $37.5 million in Rallybio net cash). The merger is intended to qualify as a tax-free reorganization. Ken Song, MD, Candid's Chairman, President and CEO, is expected to serve as President and CEO of the combined company.
  https://www.sec.gov/Archives/edgar/data/1739410/0001193125-26-084452.txt
- 2026-06-01 · 425 (0001193125-26-249801): 425 - Rallybio Corp — *Rallybio Corporation is a Delaware corporation engaged in pharmaceutical development; Avenzo Therapeutics, Inc. is a clinical-stage biotechnology company developing next-generation oncology therapies.* On May 31, 2026, Rallybio Corporation entered into an Agreement and Plan of Merger and Reorganization with Avenzo Therapeutics, Inc., a clinical-stage biotechnology company developing next-generation oncology therapies, and Farmington Merger Sub, Inc., Rallybio's wholly-owned subsidiary. Under the Exchange Ratio formula, Avenzo pre-Merger equityholders (excluding Concurrent Financing investors) are expected to own approximately 56.6% of the combined company on a fully diluted basis, Rallybio pre-Merger equityholders will own approximately 2.8%, and Concurrent Financing investors are expected to own approximately 40.6% (assuming $215.0 million in gross proceeds from the Concurrent Financing). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Following the Closing, Athena Countouriotis, M.D., the Chair, President and Chief Executive Officer of Avenzo, is expected to serve in the same roles at the combined company.
  https://www.sec.gov/Archives/edgar/data/1739410/0001193125-26-249801.txt

## Citations
- 0001193125-26-084452 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526084452
- 0001193125-26-249801 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526249801