Announcement • Jun 02
Avenzo Therapeutics, Inc. entered into a definitive agreement to acquire Rallybio Corporation (NasdaqCM:RLYB) in a reverse merger transaction.
Avenzo Therapeutics, Inc. entered into a definitive agreement to acquire Rallybio Corporation (NasdaqCM:RLYB) in a reverse merger transaction on May 31, 2026. As part of the agreement, pre-Transaction Rallybio equityholders are expected to own approximately 2.8% of the combined company, and pre-Transaction Avenzo equityholders (inclusive of investors participating in the Financing) are expected to own approximately 97.2% of the combined company, calculated on a treasury stock method basis and assuming Rallybio has no net cash at closing. In case of termination of transaction, Avenzo Therapeutics, Inc. will pay a termination fee of $20 million and Johnson & Johnson Innovation - JJDC, Inc. and Impresa Management LLC will pay a termination fee of $0.60 million. Upon completion of the Merger, the combined company is expected to operate under the name Avenzo Therapeutics, Inc. and is expected to trade on Nasdaq under the ticker symbol "AVZO".
Following the Closing, it is expected that Athena Countouriotis, the Chair, President and Chief Executive Officer of Avenzo, will serve as the Chair, President and Chief Executive Officer of the combined company; Scott Lipman, the Chief Financial Officer and Chief Business Officer of Avenzo, will serve as the Chief Financial Officer and Chief Business Officer of the combined company; Mohammad Hirmand, the Chief Medical Officer of Avenzo, will serve as the Chief Medical Officer of the combined company; and Brian Sun, the Chief Legal Officer of Avenzo, will serve as the Chief Legal Officer of the combined company. Additionally, following the closing, the board of directors of the combined company is expected to consist of seven directors, which members will initially be designated by Avenzo Therapeutics prior to the closing. In connection with the Closing, each of the current Rallybio executive officers and directors are expected to tender their resignations.
The transaction is subject is subject to certain closing conditions, including: (i) the approval by the Rallybio stockholders of the Rallybio Stockholder Matters; (ii) approval by the requisite Avenzo stockholders of the adoption and approval of the Merger Agreement and the Contemplated Transactions; (iii) the existing shares of Rallybio Common Stock having been continually listed on the Nasdaq Stock Market (including the Nasdaq Capital Market) and Nasdaq’s approval of the shares of Rallybio Common Stock to be issued in the Merger; (iv) the Subscription Agreement being in full force and effect with cash gross proceeds of not less than $215.0 million having been received by Avenzo; (v) the effectiveness of the Form S-4; (vi) determination of Rallybio Net Cash; (vii) the amount of any Rallybio Distribution declared or intended to be declared by Rallybio having been either declared, distributed or deposited with Rallybio’s transfer agent, if applicable, for further distribution on such date as determined by Parent; (viii) termination by Avenzo of certain agreements with investors; (ix) Rallybio Net Cash being greater than an amount equal to $500,000 below $0 and (x) execution of support agreement and lock-up agreement. The Transaction has been unanimously approved by the boards of directors of both companies and is expected to close in Q4 2026.
Citizens JMP Securities, LLC acted as financial advisor and fairness opinion provider for Rallybio Corporation. Evercore Group L.L.C. and Citizens Capital Markets and Advisory acted as financial advisors and Zach Blume, Tyler Silvey, Renata Ferrari, and Pamela Glazier of Ropes & Gray LLP acted as legal advisor for Rallybio Corporation. Rama Padmanabhan, Charles Bair, Wade Andrews,Charity Williams, Kimberly Bolin, Alessandra Murata, Ross Eberly, Todd Gluth, Stephanie Gentile, Andrew Epstein, Natasha Leskovsek, Phil Mitchell, and Sharon Connaughton of Cooley LLP acted as legal advisor and Leerink Partners LLC acted as financial advisor for Avenzo Therapeutics, Inc.
