Rallybio Corp
For the period ended Jan 26, 2026. Filed Jan 2, 2026.
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Jan 26, 2026 · Filed Jan 2, 2026
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DEF 14A 1 ny20061662x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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RALLYBIO CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
| Date | January 26, 2026 | |
|---|---|---|
| Time | 10:00 A.M., Eastern Time | |
| Webcast Address | Live audio web conference at www.virtualshareholdermeeting.com/RLYB2026SM | |
| Proposals | 1. | To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio ranging from 1-for-5 shares up to 1-for-20 shares, which ratio will be selected by our board of directors. |
| 2. | To consider any other business as may properly come before the Special Meeting or any postponement or adjournment of the meeting. | |
| Record Date | You are entitled to vote if you were a stockholder of record on December 30, 2025. | |
A list of stockholders entitled to vote will be open for examination by any stockholder for any purpose germane to the Special Meeting for ten days before the meeting during ordinary business hours at our principal offices at 234 Church Street, New Haven, CT 06510.
It is important that your shares be represented at the Special Meeting. Therefore, whether or not you plan to attend the meeting virtually, please complete your proxy and return it to us. If you attend the Special Meeting virtually and wish to vote at the meeting, your proxy will not be used. You may also vote your shares over the internet or by telephone. Instructions for internet or telephonic voting are printed on your proxy card.
By order of the Board of Directors,
Stephen Uden, M.D.
Chief Executive Officer
January 2, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.