Rallybio Corporation filed a current report on November 6, 2026, disclosing that the planned closing of its merger with Avenzo Therapeutics, Inc. has been postponed because certain listing conditions required for completion of the transaction have not been satisfied.

Key Highlights

  • Closing postponed: The merger between Rallybio Corporation and Avenzo Therapeutics, Inc. did not close on the previously anticipated date of November 6, 2026.
  • Listing conditions unmet: According to the filing, certain conditions related to the listing of the company's shares following the closing have not been satisfied.
  • Cash distribution delayed: Rallybio did not deposit funds for the previously announced cash distribution with Computershare on November 5, 2026, meaning the payment date and ex-dividend date may be delayed.
  • Merger agreement parties: The Agreement and Plan of Merger and Reorganization, dated May 31, 2026, involves Rallybio Corporation, Avenzo Therapeutics, Inc., and Farmington Merger Sub, Inc.
  • Further updates expected: The company stated it "will provide further updates it deems appropriate or necessary in accordance with the applicable law and regulations."

Rallybio and Avenzo Merger Closing Deferred Pending Listing Approvals

Rallybio Corporation, a Delaware-incorporated biopharmaceutical company listed on NASDAQ:RLYB on the NASDAQ Capital Market with common stock carrying a par value of $0.0001 per share, disclosed that the closing of its previously announced merger with Avenzo Therapeutics, Inc. has been postponed. The merger is governed by an Agreement and Plan of Merger and Reorganization dated May 31, 2026, which also names Farmington Merger Sub, Inc. as a party. The company is classified as an emerging growth company under applicable SEC rules.

According to the filing, the parties had anticipated the transactions would close on November 6, 2026, subject to the satisfaction or waiver of outstanding closing conditions. However, the company disclosed that "certain conditions related to the listing of the Company's shares following the closing of the transactions have not been satisfied," and as a result the parties have determined to postpone the closing to continue seeking the applicable listing approvals. No revised closing date was stated in the filing.

As a direct consequence of the postponement, Rallybio did not deposit funds for the previously announced cash distribution with Computershare on November 5, 2026. The filing noted that the previously announced payment date and ex-dividend date for that cash distribution "may be delayed." The report was signed by Jonathan I. Lieber, Chief Financial Officer, on behalf of the registrant. The filing was submitted as a written communication pursuant to Rule 425 under the Securities Act.

What Was Disclosed

Rallybio Corporation reported on November 6, 2026, that its merger closing with Avenzo Therapeutics, Inc. has been postponed due to unmet share-listing conditions, and that the related cash distribution to shareholders has been delayed as a result.