Rallybio Corporation filed a current report on Form 8-K on October 26, 2026, disclosing that its board of directors declared a special cash distribution of an estimated $82.7 million, or approximately $13.56 per share, to stockholders in connection with its planned merger with Avenzo Therapeutics, Inc.

Key Highlights

  • Board declaration: On October 25, 2026, Rallybio's board of directors declared a special cash distribution estimated at an aggregate of $82.7 million, or an estimated $13.56 per share.
  • Share base used: The estimated per share amount is based on 6,378,168 shares of common stock and common stock equivalents outstanding as of October 21, 2026.
  • Record date and payment: The record date is set for November 5, 2026, with the Cash Distribution scheduled for further distribution on November 13, 2026.
  • Due Bill Period: Nasdaq is expected to set a due bill period from November 4, 2026 through November 6, 2026, with the ex-dividend date set as the day of merger closing.
  • Stockholder vote required: Payment of the Cash Distribution is conditioned on receipt of the Required Company Stockholder Vote at the annual meeting scheduled for 10:00 a.m. Eastern Time on November 4, 2026.
  • Merger timeline: Closing of the merger with Avenzo is expected on or about November 6, 2026, subject to stockholder approval and satisfaction of all conditions under the Merger Agreement.
  • Contingent value rights: The board also fixed the November 5, 2026 record date for a previously announced distribution of contingent value rights to common stockholders in connection with the merger.

Rallybio's Pre-Merger Cash Distribution: Terms and Conditions

According to the filing, Rallybio Corporation (NASDAQ:RLYB), a Delaware corporation developing therapies for serious rare diseases, entered into an Agreement and Plan of Merger and Reorganization on May 31, 2026, with Avenzo Therapeutics, Inc. and Farmington Merger Sub, Inc., a wholly owned subsidiary of Rallybio. Under that agreement, Farmington Merger Sub will merge into Avenzo, leaving Avenzo as a wholly owned subsidiary of Rallybio and the surviving corporation of the merger.

The filing discloses that the estimated Cash Distribution of $82.7 million represents the company's good faith calculation of the amount by which Rallybio's net cash, as determined under the terms of the Merger Agreement prior to closing, will exceed $0. The total actual distribution amount will be deposited with the company's transfer agent on November 5, 2026. The filing notes that the final amount "may be higher or lower than the estimated amount," and that the transfer agent will distribute the Cash Distribution to stockholders and warrant holders within a few days following the November 13, 2026 Distribution Payment Date.

Because the Cash Distribution per share exceeds 25% of Rallybio's stock price on the declaration date, the filing states it is subject to an ex-dividend date set as the day of the merger closing, with Nasdaq expected to set November 6, 2026 as that date. The filing further explains that trades entered into during the due bill period, expected to run November 4, 2026 through November 6, 2026, will carry a due bill obligating sellers to deliver the Cash Distribution to buyers. Accordingly, the filing states that investors wishing to receive the Cash Distribution "will need to hold the securities through and including November 6, 2026." The company also noted it "has no obligations for either the amount of the due bill or the processing of the due bill."

What Was Disclosed

Rallybio's 8-K disclosed a board-declared special cash distribution of an estimated $82.7 million, or $13.56 per share, tied to its planned merger with Avenzo Therapeutics. The filing also covered record dates, due bill procedures, and the contingent value rights distribution linked to the same transaction.