aibioRallybio declares estimated $82.7 million cash distribution tied to Avenzo merger
Tickers RLYB
Rallybio's board declared an estimated $13.56 per share special cash distribution on October 25, 2026. Payment is conditioned on stockholder approval at a November 4, 2026 meeting, with closing expected November 6, 2026.
Key facts
- Company
- Rallybio Corporation (NASDAQ: RLYB)
- News type
- Mergers
- Primary source
- Rallybio Corporation 8-K (2026-10-26)
Rallybio Corporation (NASDAQ: RLYB) said in a Form 8-K filed October 26, 2026 that its board declared a special cash distribution to stockholders in connection with its proposed merger with Avenzo Therapeutics, Inc. The board declared the distribution on October 25, 2026. The company estimates the distribution at an aggregate of $82.7 million, or an estimated $13.56 per share. The amount may be higher or lower than that estimate.
The merger agreement
As previously disclosed, Rallybio entered into an Agreement and Plan of Merger and Reorganization with Avenzo and Farmington Merger Sub, Inc., a wholly owned subsidiary of Rallybio, on May 31, 2026. Under the agreement, Merger Sub will merge with and into Avenzo, with Avenzo continuing as a wholly owned subsidiary of Rallybio and the surviving corporation. Closing is expected on or about November 6, 2026, assuming stockholder approval and the satisfaction or waiver of all conditions.
Rallybio's annual report on Form 10-K, filed March 16, 2026, describes an earlier merger agreement signed March 1, 2026 with Candid, a clinical-stage biotechnology company advancing T-cell engager therapies for autoimmune diseases. That agreement came with a concurrent financing in which investors committed approximately $505.5 million in Candid common stock. The October 8-K refers only to the Avenzo agreement and does not mention Candid.
How the cash distribution works
The company says the estimated distribution is based on 6,378,168 shares of common stock and common stock equivalents outstanding as of October 21, 2026. The distribution equals the amount by which Rallybio's net cash, as determined under the merger agreement before closing, exceeds $0. Stockholders and pre-funded warrant holders of record as of November 5, 2026 are eligible, subject to change based on the date of the stockholder meeting. The total amount will be deposited with the transfer agent on November 5, 2026, and is scheduled for distribution on November 13, 2026.
Payment is conditioned on receipt of the required stockholder vote at the annual meeting of stockholders, scheduled for 10:00 a.m. Eastern Time on November 4, 2026. Because the per share distribution exceeds 25% of the stock price on the declaration date, it carries an ex-dividend date equal to the closing day of the merger. Nasdaq is expected to set November 6, 2026 as that ex-dividend date. Trades during the due bill period, expected to run from November 4, 2026 through November 6, 2026, will have a due bill attached, which obligates the seller to deliver the distribution to the buyer.
The board also fixed the close of business on the record date as the record date for the contingent value rights previously announced in connection with the merger.
The business and financial position
The 10-K describes Rallybio as a clinical-stage biotechnology company focused on severe and rare diseases. Its lead program, RLYB116, is a complement component 5 (C5) inhibitor with the potential to treat diseases of complement dysregulation. RLYB332, a long-acting matriptase-2 antibody for diseases of iron overload, is in preclinical development.
The annual report's financial data show revenue of $858,000 for 2025, compared with $636,000 for 2024. Research and development expense was $19.6 million in 2025 and $41.5 million in 2024. Rallybio reported a net loss of $9.0 million for 2025 and $57.8 million for 2024. Operating activities used $29.8 million of cash in 2025 and $49.3 million in 2024. At the end of 2024, cash and cash equivalents were $13.9 million and short-term investments were $51.6 million.
What comes next
The $82.7 million is an estimate that the company says may be higher or lower, and payment depends on the stockholder vote on November 4. The 8-K's own risk language includes the possible failure to satisfy closing conditions, including required stockholder approval. The annual report shows a net loss of $9.0 million and $29.8 million of cash used in operations for 2025. The 8-K lists the next steps in order: the stockholder meeting on November 4, 2026, the record date on November 5, 2026, the ex-dividend date and expected closing on November 6, 2026, and distribution of the cash on November 13, 2026.