Announcement • May 04

Candid Therapeutics, Inc. cancelled the acquisition of Rallybio Corporation (NasdaqCM:RLYB) in a reverse merger transaction.

Candid Therapeutics, Inc. agreed to acquire Rallybio Corporation (NasdaqCM:RLYB) in a reverse merger transaction on March 1, 2026. The consideration consists of common equity of Candid Therapeutics, Inc. to be issued for common equity of Rallybio Corporation. In case of termination of transaction, Candid Therapeutics, Inc. will pay a termination fee of $50 million and seller will pay a termination fee of $1.43 million. Upon completion of the Merger, the combined company expects to operate under the name Candid Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “CDRX”. In connection with the Merger, Candid entered into subscription agreements for a concurrent oversubscribed and upsized private financing of over $505 million in gross proceed. Following closing, pre-Transaction Rallybio equityholders are expected to own approximately 3.65% of the combined company, and pre-Transaction Candid equityholders (inclusive of investors participating in the Financing) are expected to own approximately 96.35% of the combined company, calculated on a treasury stock method basis and assuming Rallybio has net cash at closing of $37.5 million. Following the closing, it is expected that Ken Song, MD, the chairman, president and chief executive officer of Candid, will serve as the president and chief executive officer of the combined company. The transaction is subject to subject to antitrust regulations, consummation of private placement, approval of offer by acquirer shareholders, approval of offer by target shareholders, registration statement effectiveness(S-4 / F-4), Rallybio Charter Amendment, Rallybio Net Cash and Minimum Cash Amount, and listing / approval of new shares on stock exchange. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in mid-2026. Citizens JMP Securities, LLC acted as financial advisor for Rallybio Corporation. Citizens JMP Securities, LLC acted as fairness opinion provider for Rallybio Corporation. Evercore Group L.L.C. acted as financial advisor for Rallybio Corporation. Rama Padmanabhan, Lindsey O’Crump and Carlos Ramirez of Cooley LLP acted as legal advisors for Candid. Wedbush Securities Inc. acted as financial advisor to Candid Therapeutics, Inc. Zachary Blume, Renata Ferrari, Pamela Glazier, Eve Brunts and Tyler Silvey of Ropes & Gray LLP acted as legal advisors to Rallybio Corporation. Jefferies, BofA Securities, TD Cowen and Cantor Fitzgerald are serving as placement agents for the concurrent private financing. Latham & Watkins LLP is serving as legal counsel to the placement agents. Candid Therapeutics, Inc. cancelled the acquisition of Rallybio Corporation (NasdaqCM:RLYB) in a reverse merger transaction on May 3, 2026.

Announcement • Mar 03

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Candid Therapeutics, Inc. cancelled the acquisition of Rallybio Corporation (NasdaqCM:RLYB) in a reverse merger transaction.

Candid Therapeutics, Inc. agreed to acquire Rallybio Corporation (NasdaqCM:RLYB) in a reverse merger transaction.

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