Rallybio reports $0 revenue

Item 6.

Exhibits

94

Signatures

95

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are based on management's beliefs and assumptions and on information currently available to management. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements concerning:

• our proposed Merger (as defined below) with Avenzo Therapeutics, Inc, a Delaware corporation ("Avenzo") and any potential benefits of the merger;

• the initiation, timing, progress, results, and cost of our research and development programs, and our current and future preclinical and clinical studies, including statements regarding timing of initiation and completion of our clinical trials for RLYB116, and related preparatory work, and the period during which the results of the trials will become available;

• the success, cost and timing of the clinical development of our product candidates, including RLYB116;

• the potential of our product candidates to treat certain target diseases;

• our ability to initiate, recruit and enroll patients in and conduct our clinical trials at the pace that we project;

• our ability to compete with companies currently marketing or engaged in the development of treatments for diseases that our product candidates are designed to target, including diseases of complement dysregulation, diseases of iron overload, immune platelet transfusion refractoriness ("PTR") and refractory antiphospholipid syndrome ("APS");

• our reliance on third parties to conduct our clinical trials;

• enhancements to the manufacturing process for RLYB116;

• our reliance on third parties to manufacture drug substance and drug product for use in our clinical trials;

• our ability to identify and advance through clinical development any additional product candidates;

• our ability to obtain and maintain regulatory designations allowing for priority review of our product candidates, and our ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions, limitations or warnings in the label of any of our product candidates, if approved;

• the size and growth potential of the markets for RLYB116 and any of our current product candidates or other product candidates we may identify and pursue, and our ability to serve those markets;

• the commercialization of our current product candidates and any other product candidates we may identify and pursue, if approved, including our ability to successfully build commercial infrastructure or enter into collaborations with third parties to market our current product candidates and any other product candidates we may identify and pursue;

• our ability to retain and recruit key personnel;

• our ability to obtain and maintain adequate intellectual property rights;

• our expectations regarding government and third-party payor coverage and reimbursement;

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• our estimates of our expenses, ongoing losses, capital requirements and our needs for or ability to obtain additional financing;

• our eligibility to receive milestone payments and royalties under our Membership Interest Purchase Agreement, dated July 8, 2025, with Recursion Pharmaceuticals, Inc. ("Recursion");

• the potential benefits of strategic collaboration agreements and arrangements and our ability to enter into strategic collaborations or arrangements, including potential business development opportunities and potential licensing partnerships, and our ability to attract collaborators with development, regulatory and commercialization expertise;

• our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012;

• our financial performance;

• developments and projections relating to our competitors or our industry; and

• other risks and uncertainties, including those listed under the section titled "Risk Factors."

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Quarterly Report on Form 10-Q entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as guarantees of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual future results, levels of activity, performance and events and circumstances could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risks and uncertainties may emerge from time to time, and it is not possible for management to predict all risks and uncertainties. Except as required by applicable law, we are not obligated to publicl

Item 1. Financial Statements.

RALLYBIO CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited) (in thousands, except share and per share amounts) SEPTEMBER 30,

2026 DECEMBER 31,

2025

Assets

Current assets:

Cash and cash equivalents $ 90,693 $ 31,374⁶

Marketable securities — 23,362

Prepaid expenses and other current assets 4,076 6,517

Total current assets 94,769 61,253

Property and equipment, net — 23

Operating lease right-of-use assets — 175

Liabilities and stockholders' equity

Current liabilities:

Accounts payable $ 7 $ 126

Accrued expenses and other current liabilities 1,927 3,791

Income tax liabilities 1,349 —

Operating lease liabilities — 94

Deferred revenue — 212

Total current liabilities 3,283 4,223

Operating lease liabilities, noncurrent — 82

Total liabilities 3,283 4,305⁷

Commitments and contingencies (Note 7)

Stockholders' equity

— —

Additional paid-in capital 361,628 359,932

Accumulated other comprehensive gain — 18

Total liabilities and stockholders' equity $ 95,579 $ 62,261

See accompanying notes to the condensed consolidated financial statements

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RALLYBIO CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, FOR THE NINE MONTHS ENDED SEPTEMBER 30,

Other income (expense):

Termination fee — — 50,000 —⁵

Loss on investment in joint venture — — — 874

See accompanying notes to the condensed consolidated financial statements

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RALLYBIO CORPORATION

Condensed Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 COMMON ADDITIONAL PAID-IN

CAPITAL ACCUMULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE GAIN STOCKHOLDERS' EQUITY

(in thousands, except share amounts) SHARES AMOUNT

Issuance of common stock under the stock award plan 28,586 — — — — —

Issuance of common stock under the stock award plan 2,085 — — — — —

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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 COMMON ADDITIONAL PAID-IN

CAPITAL ACCUMULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS) STOCKHOLDERS' EQUITY

(in thousands, except share amounts) SHARES AMOUNT

Issuance of common stock under the stock award plan 48,834 — — — — —

Issuance of common stock under the stock award plan 8,769 — — — — —

See accompanying notes to the condensed consolidated financial statements

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RALLYBIO CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

Adjustments to reconcile net loss to net cash provided by (used in) operating activitie