Rallybio Corp (RLYB) · Nov 4, 2026 · Acquisition
Merger approved — $83.6M cash distribution, or $13.90 per share
Rallybio’s merger vote clears the path to Avenzo, with an exact $83.6 million cash distribution and closing expected November 6.
Rallybio is transitioning from its legacy biotech business into a public-company vehicle for Avenzo, a clinical-stage oncology company with a pipeline of targeted small molecules and antibody-drug conjugates; Avenzo investors and financing participants are expected to own the overwhelming majority of the combined company after closing. The transaction has cleared its main shareholder hurdle. Investors approved the share issuance that will create a change of control, the reverse-split authorization, the name change to Avenzo Therapeutics, and the increase in authorized shares. 〔0〕 〔1〕 〔2〕 〔3〕 This is mostly confirmation rather than a surprise: the merger and its expected fourth-quarter closing were already public, so the vote advances the plan but does not rewrite it.
| Item | Current | Prior reference |
|---|---|---|
| Cash distribution (Item 8.01) | $83.6M | $82.7M estimate |
| Per-share distribution (Item 8.01) | $13.90 | $13.56 estimate |
| Shares approved for merger issuance (Item 5.07) | 4,506,703 for | 15,979 against |
The exact cash return is modestly better than previously indicated. Rallybio finalized the special distribution at $83.6 million, or $13.90 per share, versus the earlier disclosed estimate of $82.7 million and $13.56 per share. That is a small positive detail, but it is not operating progress from the legacy business; it is the cash being returned as Rallybio hands control of the public company to Avenzo.
The remaining risk is execution, not shareholder approval. The company expects the merger to close on November 6, 2026, subject to remaining closing conditions, while the new Avenzo equity plans and the reconstituted board only become effective in connection with closing. 〔4〕 The approved 18% equity reserve and recurring 5% annual increase also establish a substantial future equity-compensation capacity for the combined oncology company.
Bottom line: This filing moves Rallybio from an announced reverse merger to an approved transaction with a defined cash payout and an imminent closing date. It is mildly better than expected because the distribution is above the prior estimate, but the core merger outcome was already largely known. ⟧
Merger closing, November 6, 2026
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