Rallybio Corp. (NASDAQ: RLYB) said its shareholders approved all proposals related to its planned merger with Avenzo Therapeutics at the company’s annual meeting on Wednesday, according to a statement based on a Form 8-K filing with the U.S. Securities and Exchange Commission.
Shareholders approved issuing Rallybio common stock to Avenzo securityholders. The shares are expected to represent more than 20% of Rallybio’s outstanding stock before the merger and result in a change of control under Nasdaq listing rules.
Other approved measures include changing the company’s name to Avenzo Therapeutics, Inc., increasing its authorized common shares from 200 million to 500 million, and allowing a reverse stock split at a ratio between 1-for-2 and 1-for-9. Rallybio and Avenzo do not plan to carry out the split before the merger closes.
Rallybio also said its board had declared a special cash distribution totaling $83.6 million, or $13.90 per share, for stockholders and holders of pre-funded warrants on record as of November 5, 2026. The company’s transfer agent is expected to begin distributing the payment on November 13. Nasdaq has advised that Rallybio shares will trade with due bills from November 5 through November 6, meaning buyers during that period will be entitled to the distribution.
Shareholders elected Stephen Uden, Helen M. Boudreau, Lucian Iancovici and Christine A. Nash to three-year director terms. The board will be reconstituted after the merger. They also ratified Deloitte & Touche LLP as the company’s independent auditor for the fiscal year ending December 31, 2026, and approved two Avenzo equity plans that are contingent on the merger closing.
The companies expect the merger to close on November 6, 2026, subject to the satisfaction or waiver of closing conditions.
Sources: Investing.com News.