aibioRallybio sells ENPP1 joint venture stake to Recursion for initial $7,500,000 in stock
Tickers RLYB
Rallybio sold its 50% interest in the ENPP1 joint venture to a Recursion subsidiary on July 8, 2025. It received 1,457,952 Recursion shares for an initial $7,500,000, and it could receive $12,500,000 more in stock if milestones are met.
Key facts
- Company
- Rallybio Corporation (NASDAQ: RLYB)
- News type
- Mergers
- Primary source
- Rallybio Corporation 8-K (2025-07-08)
The sale
Rallybio Corporation entered into a Membership Interest Purchase Agreement on July 8, 2025 with Recursion Pharmaceuticals, Inc., Exscientia Ventures I, Inc., an indirect wholly owned subsidiary of Recursion, and Rallybio IPB, LLC, a wholly owned subsidiary of Rallybio. The 8-K filed that day says the buyer purchased Rallybio's 50% of the membership interests in RE Ventures I, LLC, the joint venture that holds the ENPP1 program. Rallybio had held that 50% through its subsidiary. After the sale the joint venture is an indirect wholly owned subsidiary of Recursion.
The consideration was partly cash and partly shares. The 8-K gives no cash amount, so the cash part of the price cannot be read from the filing.
The initial shares
Recursion issued Rallybio 1,457,952 shares of its Class A common stock on July 8, 2025. The number is $7,500,000 divided by $5.1442, which was the volume weighted average price of Recursion's Class A stock over the seven consecutive trading days ending July 7, 2025, the last trading day before the purchase agreement was signed.
Subject to certain conditions, the agreement includes a price guarantee that runs in both directions. If Rallybio sells those shares for net proceeds below $7,500,000, Recursion must pay the shortfall in cash. If the net proceeds exceed $7,500,000, Rallybio must pay the excess to Recursion. The 8-K does not say what the conditions are.
The contingent consideration
If certain milestones for the ENPP1 compound are met, Recursion agreed to issue further shares worth $12,500,000. The number of those shares will be set by dividing $12,500,000 by the volume weighted average price over the seven trading days ending on the day the milestone is met. The same guarantee applies to these contingent shares, with cash payments in either direction if the sale proceeds differ from $12,500,000.
Rallybio is also entitled to payments from Recursion if certain development and clinical milestones are achieved for the compound. Recursion also agreed to pay Rallybio low single digit royalties on annual net sales of certain products developed by the venture.
The 8-K gives no list of the milestones, no amount for the development payments and no percentage for the royalties beyond the words low single digit. It does not say when any milestone is expected.
The other terms
The agreement contains other customary terms, including milestones, royalties, sale transactions, restrictive covenants and termination. The 8-K describes them only in general terms. Rallybio says it expects to file the full purchase agreement as an exhibit to its quarterly report for the quarter ending September 30, 2025.
Rallybio's remaining programs
The latest annual report describes Rallybio's main programs as RLYB212 and RLYB116. RLYB212 is an anti-HPA-1a antibody for the prevention of fetal and neonatal alloimmune thrombocytopenia, and it is in a Phase 2 trial in pregnant women. RLYB116 is an inhibitor of complement component 5, with potential uses in several complement-driven diseases. The company planned a confirmatory pharmacokinetic and pharmacodynamic study of RLYB116 in the second quarter of 2025.
The critical view
The headline value rests on the Recursion share price. The $7,500,000 figure is an initial amount, and the 8-K says it is set using a seven-day average before signing. Under the price guarantee, Rallybio would pay Recursion any amount by which its net proceeds from selling the initial shares exceed $7,500,000, and Recursion would pay Rallybio any shortfall, subject to conditions the 8-K does not set out.
The contingent $12,500,000 depends on milestones that are not described in the 8-K. Until those are met, the company has received only the initial shares. Jonathan I. Lieber, chief financial officer and treasurer, signed the 8-K. The 8-K gives no timetable for the milestones and no estimate of their probability.
What comes next
The next steps are the filing of the full purchase agreement with the quarterly report for the period ending September 30, 2025, and any future milestone that triggers the contingent shares. The 8-K gives no date for either.