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8-K2026-05-04· deepseek-chat

RLYB · Rallybio Corporation

0001193125-26-202601

SEC filing

Summary

Rallybio's merger with Candid was terminated after Candid entered an alternative agreement with UCB, entitling Rallybio to a $50 million termination fee.

Key takeaways

Full analysis

Rallybio Corporation's merger agreement with Candid Therapeutics, Inc. was terminated on May 3, 2026, after Candid entered into a Permitted Alternative Agreement with UCB S.A. As a result, Rallybio is entitled to receive a $50 million Parent Termination Fee plus $375,000 in expense reimbursement, which is expected to be paid on May 4, 2026. The termination was facilitated by a Waiver entered into on May 1, 2026, among Rallybio, Candid, and UCB, under which Rallybio waived certain rights, including the requirement for concurrent payment of the termination fee, and agreed to release all claims against Candid, UCB, and their affiliates upon receipt of the fee. In turn, Candid and UCB released Rallybio and its affiliates from all claims. Rallybio intends to withdraw its registration statement on Form S-4 filed in connection with the merger. This event represents a significant change in Rallybio's strategic direction, as the company will now retain the termination fee and pursue alternative opportunities.