rlyb-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________

FORM 10-Q

_____________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-40693

_____________________________________

RALLYBIO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

_____________________________________


Delaware			85-1083789
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
234 Church Street New Haven, CT			06510
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 859-3820

_____________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

RLYB

The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No o

As of May 8, 2026, the registrant had 5,298,137 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	7
	Unaudited Condensed Consolidated Balance Sheets	7
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	8
	Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity	9
	Unaudited Condensed Consolidated Statements of Cash Flows	10
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 5.	Other Information	80
Item 6.	Exhibits	81
Signatures		82


(in thousands, except share and per share amounts)	MARCH 31, 2026		DECEMBER 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	41,299	$	31,374
Marketable securities	5,496		23,362
Prepaid expenses and other current assets	6,695		6,517
Total current assets	53,490		61,253
Property and equipment, net	20		23
Operating lease right-of-use assets	152		175
Other assets, noncurrent	810		810
Total assets	$	54,472	$	62,261
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	940	$	126
Accrued expenses	3,101		3,791
Operating lease liabilities	99		94
Deferred revenue	—		212
Total current liabilities	4,140		4,223
Operating lease liabilities, noncurrent	55		82
Total liabilities	4,195		4,305
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock, $0.0001 par value per share; 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025; and 5,290,236 and 5,283,321 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	4		4
Preferred stock, $0.0001 par value per share; 50,000,000 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued or outstanding as of March 31, 2026 and December 31, 2025	—		—
Additional paid-in capital	360,548		359,932
Accumulated other comprehensive gain	1		18
Accumulated deficit	(310,276)		(301,998)
Total stockholders' equity	50,277		57,956
Total liabilities and stockholders' equity	$	54,472	$	62,261


	FOR THE THREE MONTHS ENDED MARCH 31,
(in thousands, except share and per share amounts)	2026		2025
Revenue:
Collaboration and license revenue	$	212	$	212
Total revenue	212		212
Operating expenses:
Research and development	2,871		5,725
General and administrative	6,074		4,157
Total operating expenses	8,945		9,882
Loss from operations	(8,733)		(9,670)
Other income:
Interest income	201		644
Other income	254		174
Total other income, net	455		818
Loss before equity in losses of joint venture	(8,278)		(8,852)
Loss on investment in joint venture	—		587
Net loss	$	(8,278)	$	(9,439)

Net loss per common share, basic and diluted	$	(1.46)	$	(1.69)
Weighted-average common shares outstanding, basic and diluted	5,688,584		5,597,528

Other comprehensive loss:
Net unrealized loss on marketable securities	(17)		(21)
Other comprehensive loss	(17)		(21)
Comprehensive loss	$	(8,295)	$	(9,460)


FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025	COMMON			ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS)		STOCKHOLDERS' EQUITY
(in thousands, except share amounts)	SHARES	AMOUNT
December 31, 2024	5,188,743	$	4	$	354,602	$	(293,020)	$	68	$	61,654
Share-based compensation	—	—		1,879		—		—		1,879
Issuance of common stock under the stock award plan	12,736	—		—		—		—		—



Net loss	—	—		—		(9,439)		—		(9,439)
Other comprehensive loss	—	—		—		—		(21)		(21)
Balance, March 31, 2025	5,201,479	$	4	$	356,481	$	(302,459)	$	47	$	54,073

December 31, 2025	5,283,321	$	4	$	359,932	$	(301,998)	$	18	$	57,956
Share-based compensation	—	—		613		—		—		613


Issuance of common stock under the stock award plan	6,354	—		—		—		—		—
Issuance of common stock from exercise of stock options	561	—		3		—		—		3
Net loss	—	—		—		(8,278)		—		(8,278)
Other comprehensive loss	—	—		—		—		(17)		(17)
Balance, March 31, 2026	5,290,236	$	4	$	360,548	$	(310,276)	$	1	$	50,277


	FOR THE THREE MONTHS ENDED MARCH 31,
(in thousands)	2026		2025
Cash Flows Used in Operating Activities:
Net loss	$	(8,278)	$	(9,439)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3		28
Net accretion of discounts/premiums on debt securities	(51)		(210)
Share-based compensation	613		1,879

Loss on investment in joint venture	—		587
Changes in operating assets and liabilities:
Prepaid expenses, operating lease right-of-use assets and other current assets	(155)		(506)
Accounts payable	814		122
Accrued expenses and operating lease liabilities	(712)		(2,454)
Deferred revenue	(212)		(212)
Net cash used in operating activities	(7,978)		(10,205)
Cash Flows Provided by Investing Activities:
Purchases of marketable securities	—		(5,919)
Proceeds from maturities of marketable securities	17,900		18,000

Investment in joint venture	—		(1,000)
Net cash provided by investing activities	17,900		11,081
Cash Flows Provided by Financing Activities:


Proceeds from the issuance of common stock from exercise of stock options	3		—

Net cash provided by financing activities	3		—
Net increase in cash and cash equivalents	9,925		876
Cash and cash equivalents — beginning of period	31,374		13,903
Cash and cash equivalents — end of period	$	41,299	$	14,779


		MARCH 31, 2026
(in thousands)	Fair Value Hierarchy Level	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value
Cash and cash equivalents	Level 1	$	16,383	$	—	$	—	$	16,383
U.S. treasury securities	Level 1	5,495		1		—		5,496

		$	21,878	$	1	$	—	$	21,879


Stock Options	Number of Option Shares	Weighted-Average Exercise Price		Weighted-Average Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding stock options at December 31, 2025	628,280	$	43.42	7.6	$	89
Granted	32,360	$	4.45
Forfeited	(11,404)	$	15.70
Expired	(1,281)	$	88.75
Exercised	(561)	$	6.08
Outstanding stock options at March 31, 2026	647,394	$	41.90	6.2	$	749
Exercisable stock options at March 31, 2026	427,642	$	56.52	5.6	$	180


Restricted Stock Units	Shares	Weighted-Average Grant Date Fair Value Per Share
Nonvested restricted stock units at December 31, 2025	38,603	$	9.60
Granted	5,000	$	4.45
Forfeited	(4,150)	$	2.40
Vested	(6,354)	$	7.79
Nonvested restricted stock units at March 31, 2026	33,099	$	10.07


	FOR THE THREE MONTHS ENDED MARCH 31,
(in thousands except share and per share amounts)	2026		2025
Net loss	$	(8,278)	$	(9,439)
Weighted-average number of common shares outstanding, basic and diluted	5,688,584		5,597,528
Net loss per common share, basic and diluted	$	(1.46)	$	(1.69)


(in thousands)	MARCH 31, 2026
Beginning accrued severance as of January 1, 2026	$	523
Severance incurred during the period	2,302
Severance paid and adjustments made during the period	(1,449)
Ending accrued severance as of March 31, 2026	$	1,376


(in thousands)	MARCH 31, 2026		DECEMBER 31, 2025
Due in one year or less	$	21,879	$	30,555
Due after one year through two years	—		—
	$	21,879	$	30,555


	FOR THE THREE MONTHS ENDED MARCH 31,
	2026	2025
Expected volatility	109.21%	91.88% - 119.61%
Expected term (years)	5.25	5.27 - 6.02
Risk free interest rate	3.68%	4.36% - 4.39%
Expected dividend yield	—	—
Exercise price	$4.45	$6.08 - $7.60


	FOR THE THREE MONTHS ENDED MARCH 31,
(in thousands)	2026		2025
Revenue	$	212	$	212
Less:
Research and development:
RLYB212	56		2,438
RLYB116	396		619
Other program candidates	2		(163)
Personnel expenses (including share-based compensation)	2,280		2,589
Other expenses	137		242

General and administrative, excluding personnel expenses	4,223		1,525
General and administrative, personnel expenses (including share-based compensation)	1,851		2,632
Other segment items*	(455)		(231)
Segment net loss	$	(8,278)	$	(9,439)

SEC Form 10-Q filed by Rallybio Corporation