UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously reported, Rallybio Corporation (the “Company”) entered into an Underwriting Agreement, dated November 10, 2022 (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, Cowen and Company, LLC and Evercore Group L.L.C., as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to the underwritten offering of 5,000,001 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price of $6.00 per Share, less the underwriting discounts and commissions, and, to certain investors in lieu of Common Stock, pre-funded warrants to purchase up to an aggregate of 3,333,388 shares of Common Stock at a price of $5.9999 (the “Pre-Funded Warrants”), which represents the per share public offering price for the Shares less the $0.0001 per share exercise price for each Pre-Funded Warrant (the “Offering”). In addition, the Company granted the Underwriters an option to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 1,250,000 shares of Common Stock, exercisable for 30 days from the date of the Underwriting Agreement (the “Option”). On November 28, 2022, the Underwriters partially exercised the Option to purchase 803,654 shares of Common Stock (the “Additional Shares”) at a price of $6.00 per share, less the underwriting discounts and commissions. The issuance and sale of the Additional Shares is expected to take place on or about December 1, 2022, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-266668), including the prospectus dated August 15, 2022, as supplemented by the prospectus supplement dated November 10, 2022.
Ropes & Gray, LLP, counsel to the Company, has issued an opinion to the Company, dated December 1, 2022, regarding the Additional Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 5.1 | Opinion of Ropes & Gray LLP | |
| 23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1 above) | |
| 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: December 1, 2022 | By: | /s/ Jeffrey M. Fryer | ||||
| Jeffrey M. Fryer, CPA | ||||||
| Chief Financial Officer and Treasurer | ||||||