0001739410false00017394102025-07-082025-07-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________
FORM 8-K
______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 08, 2025
______________________________________________________
RALLYBIO CORPORATION
(Exact name of Registrant as Specified in Its Charter)
______________________________________________________
|
|
|
|
|
|
|
|
|
| Delaware |
001-40693 |
85-1083789 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
234 Church Street, Suite 1020 New Haven, Connecticut |
06510 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 203 859-3820
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
|
|
|
|
|
|
|
|
|
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
RLYB |
|
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
Item 1.01 Entry into a Material Definitive Agreement.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On July 8, 2025, Rallybio Corporation (“Rallybio”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Recursion Pharmaceuticals, Inc., (“Recursion”), Exscientia Ventures I, Inc., an indirect wholly-owned subsidiary of Recursion (“Buyer”) and Rallybio IPB, LLC, a wholly-owned subsidiary of Rallybio (“Seller”), pursuant to which Buyer purchased 50% of the issued and outstanding membership interests (the “Membership Interests”) of RE Ventures I, LLC (the “ENPP1 JV”) from Seller in exchange for cash and the issuance of shares (“Shares”) of Class A Common Stock of Recursion (the “Sale”). Prior to the closing of the Sale, Seller held 50% of the Membership Interests of the ENPP1 JV. As a result of the Sale, the ENPP1 JV became an indirect wholly-owned subsidiary of Recursion.
Pursuant to the terms of the Purchase Agreement, on July 8, 2025, Recursion issued to Seller an aggregate of 1,457,952 Shares (the “Initial Shares”) as partial consideration for the Sale, calculated by dividing $7,500,000 by a per share price of $5.1442, which is the volume weighted average price of Recursion’s Class A Common Stock over the seven consecutive trading days ending on July 7, 2025, the last trading day before the execution of the Purchase Agreement.
The Purchase Agreement also provides that, subject to certain conditions, if Seller sells the Initial Shares and the net proceeds from such sales are less than $7,500,000, then Recursion is required to pay to Seller an amount in cash equal to the amount by which such net proceeds are less than $7,500,000. If the net proceeds from such sales exceed $7,500,000, then Seller is required to pay Recursion an amount in cash equal to the amount by which such proceeds exceed $7,500,000.
In addition, under the terms of the Purchase Agreement, as additional contingent consideration for the Acquisition, if certain milestones with respect to the compound developed by the ENPP1 JV are satisfied, Recursion agreed to issue to Seller a number of Shares equal to the quotient obtained by dividing $12,500,000 by the volume weighted average price of the Class A common stock of the Company over the seven consecutive trading days ending on the day the milestone is met (the “Contingent Shares”), with cash payments to be made or received by Seller or Buyer, as applicable, under circumstances similar to the Initial Shares to the extent net proceeds received by Seller from sales of the Contingent Shares are less than or exceed $12,500,000.
As additional consideration, Seller is entitled to receive certain payments from Recursion if certain development and clinical milestones with respect to the compound developed by the ENPP1 JV are achieved. Recursion also agreed to pay Seller low single digit royalties on annual net sales of certain products developed by the ENPP1 JV.
The Purchase Agreement contains other customary terms including related to milestones, royalties, sale transactions, restrictive covenants and termination.
The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, a copy of which Rallybio expects to file with its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, and upon filing will be incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On July 8, 2025, Rallybio issued a press release announcing the Sale. A copy of the press release is furnished as Exhibit 99.1. to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
|
|
|
|
|
|
|
|
| Exhibit No. |
|
Description |
| 99.1 |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RALLYBIO CORPORATION |
|
|
|
|
| Date: |
July 8, 2025 |
By: |
/s/ Jonathan I. Lieber |
|
|
|
Jonathan I. Lieber
Chief Financial Officer and Treasurer |
EX-99.1
2
rlyb-20250708xex.htm
EX-99.1
Document
Rallybio Sells Interest in REV102 Program to Recursion Pharmaceuticals
– Company Eligible to Receive Up to $25 Million, Including an Upfront Equity Payment of $7.5 Million –
– Extends Rallybio Cash Runway to Mid-2027 –
NEW HAVEN, Conn., July 8, 2025 -- Rallybio Corporation (Nasdaq: RLYB), a clinical-stage biotechnology company translating scientific advances into transformative therapies for patients with devastating rare diseases, today announced that it has entered into a definitive agreement to sell its interest in REV102, an ENPP1 inhibitor in preclinical development for the treatment of patients with hypophosphatasia (HPP), to joint venture partner Recursion Pharmaceuticals for up to $25 million, including an upfront equity payment of $7.5 million and near term milestones. With the upfront payment, Rallybio expects its cash runway to extend into mid-2027.
The REV102 program originated from a joint venture between Rallybio and Recursion focused on the discovery and development of novel, orally available small molecule inhibitors of ENPP1 for the treatment of patients with HPP. The lead candidate from the joint venture, REV102, entered into IND-enabling studies in early 2025.
“The Rallybio team has long been committed to targeting ENPP1 to address a significant unmet need in patients with HPP. By combining Rallybio’s expertise in HPP preclinical and translational research with Recursion’s integrated AI/experimental platform, we transformed this concept into the first potential oral disease-modifying treatment for HPP,” said Stephen Uden, M.D., Chief Executive Officer of Rallybio. “We look forward to the advancement of REV102 through key milestones and, ultimately, to the delivery of this important treatment to patients in need.”
Dr. Uden added, “For Rallybio, divesting this preclinical asset enables us to extend our cash runway while sharpening our focus on strategically advancing our pipeline in ways that leverage our drug development expertise. We eagerly anticipate the release of topline data from our ongoing RLYB116 confirmatory PK/PD study this year.”
Under the terms of the agreement, Rallybio is eligible to receive certain payments, including $7.5 million in upfront equity, a contingent equity payment of $12.5 million upon the initiation of additional preclinical studies, and a $5 million milestone payment in connection with the initiation of dosing in a Phase 1 clinical study, as defined in the agreement. Rallybio is also eligible to receive low single-digit royalties on all future net sales by Recursion. In addition, Rallybio may be eligible to receive certain payments in the event of Recursion’s sale of the REV102 program.
“We extend our sincere thanks to Rallybio for their invaluable partnership in advancing this program to its current stage,” said David Hallett, Chief Scientific Officer of Recursion. “Having full ownership of this important program allows Recursion to accelerate the development of the first potential oral disease-modifying treatment to HPP patients, who currently face significant challenges with limited access to existing therapies.”
About Rallybio
Rallybio (NASDAQ: RLYB) is a clinical-stage biotechnology company with a mission to develop and commercialize life-transforming therapies for patients with severe and rare diseases. Rallybio has built a pipeline of promising product candidates aimed at addressing diseases with unmet medical need in areas of complement dysregulation and hematology. The Company’s lead program, RLYB116, is a differentiated C5 inhibitor with the potential to treat diseases of complement dysregulation, with an initial focus on immune platelet transfusion refractoriness (PTR) and refractory antiphospholipid syndrome (APS). Rallybio’s pipeline also includes RLYB332, a preclinical long-acting matriptase-2 antibody for the treatment of diseases of iron overload. Rallybio is headquartered in New Haven, Connecticut. For more information, please visit www.rallybio.com and follow us on LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and currently available information. All statements, other than statements of historical facts contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements concerning the extension of Rallybio’s runway, whether REV102 will advance to anticipated milestones, and whether the contingent consideration will be received. The forward-looking statements in this press release are only predictions and are based largely on management’s current expectations and projections about future events and financial trends that management believes may affect Rallybio’s business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to, our ability to successfully conduct the RLYB116 PK/PD confirmatory study, and complete such study and obtain results on our expected timelines, or at all, whether our cash resources will be sufficient to fund our operating expenses and capital expenditure requirements and whether we will be successful raising additional capital, our ability to enter into strategic partnerships or other arrangements, competition from other biotechnology and pharmaceutical companies, and those risks and uncertainties described in Rallybio’s filings with the U.S. Securities and Exchange Commission (SEC), including the Quarterly Report on Form 10-Q for the period ended March 31, 2025, and subsequent filings with the SEC. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual future results, levels of activity, performance and events and circumstances could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we are not obligated to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events, changed circumstances or otherwise.
Investor Contacts
Samantha Tracy
Rallybio Corporation
(475) 47-RALLY (Ext. 282)
investors@rallybio.com
Kevin Lui
Precision AQ
(212) 698-8691
kevin.lui@precisionaq.com
Media Contact
media@rallybio.com
エドガーで原本を確認する