Rallybio stockholders approve Avenzo merger, name change, and reverse split

Rallybio Corporation held its annual meeting on November 4, 2026 to vote on proposals tied to its merger with Avenzo Therapeutics, under a merger agreement dated May 31, 2026 in which a wholly owned merger subsidiary of Rallybio would merge into Avenzo, with Avenzo surviving as a wholly owned subsidiary of Rallybio.¹

Stockholders approved the share issuance to Avenzo securityholders needed under Nasdaq rules because it would exceed 20% of outstanding shares and would result in a change of control. They also approved a reverse stock split in a range of 1-for-2 to 1-for-9, with the final ratio to be set jointly by the two companies, and approved renaming the company "Avenzo Therapeutics, Inc."¹ Shareholders further approved raising authorized common stock from 200,000,000 to 500,000,000 shares, elected four Class II directors, ratified Deloitte & Touche LLP as auditor, and approved the Avenzo 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan, both effective only upon merger completion.

Separately, Rallybio's board had declared a special cash distribution of $83.6 million, or $13.90 per share¹, payable to holders of record as of November 5, 2026, with distribution expected to begin November 13, 2026. Because the payout exceeds 25% of the stock price, Nasdaq set a due bill period from November 5 through the close of trading on November 6, 2026, ahead of an expected ex-dividend date of November 9, 2026.

Rallybio said it expects the merger to close on November 6, 2026, subject to satisfaction or waiver of any remaining closing conditions.¹ The reverse stock split will not be implemented before the merger closes.¹