Rallybio Corporation filed a current report on November 6, 2026, disclosing that the planned closing of its merger with Avenzo Therapeutics, Inc. has been postponed because certain conditions related to the listing of the company's shares following the closing have not been satisfied.

Key Highlights

  • Closing postponed: The merger between Rallybio Corporation and Avenzo Therapeutics, Inc. did not close on November 6, 2026, as previously anticipated.
  • Listing conditions unmet: According to the filing, certain conditions related to the listing of the company's shares following the closing have not been satisfied.
  • Merger Agreement dated May 31, 2026: The transaction is governed by an Agreement and Plan of Merger and Reorganization among Rallybio, Avenzo Therapeutics, Inc., and Farmington Merger Sub, Inc.
  • Cash distribution delayed: Rallybio did not deposit funds for a previously announced cash distribution with Computershare on November 5, 2026, meaning the payment date and ex-dividend date may be delayed.
  • Further updates promised: The company stated it will provide further updates it deems appropriate or necessary in accordance with applicable law and regulations.

Rallybio and Avenzo Merger Closing Delayed as Listing Approvals Remain Pending

Rallybio Corporation, a Delaware-incorporated biopharmaceutical company whose common stock (par value $0.0001 per share) trades on the NASDAQ Capital Market under the symbol NASDAQ:RLYB, disclosed on November 6, 2026, that the closing of its previously announced merger with Avenzo Therapeutics, Inc. has been postponed. The company had previously communicated that it anticipated the transactions to close on November 6, 2026, subject to the satisfaction or waiver of outstanding closing conditions.

According to the filing, the parties to the merger have determined to postpone the closing specifically to continue seeking applicable listing approvals. The merger is structured under an Agreement and Plan of Merger and Reorganization dated May 31, 2026, which also names Farmington Merger Sub, Inc. as a party alongside Rallybio and Avenzo Therapeutics, Inc. The filing was submitted as a written communication pursuant to Rule 425 under the Securities Act, as indicated by the checked box on the cover page.

The postponement also affects a previously announced cash distribution. The company disclosed that it did not deposit the funds for that distribution with Computershare on November 5, 2026, citing the closing delay. As a result, the filing states, the previously announced payment date and ex-dividend date for the cash distribution may be delayed. The report was signed by Jonathan I. Lieber, Chief Financial Officer of Rallybio Corporation, and noted that the company qualifies as an emerging growth company under applicable SEC rules.

What Was Disclosed

Rallybio Corporation reported that the closing of its merger with Avenzo Therapeutics, Inc. under a May 31, 2026 agreement has been postponed because share-listing conditions were not met. A related cash distribution to shareholders has also been delayed as a result.