Rallybio Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits
$RLYB
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 08, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On July 8, 2025, Rallybio Corporation (“Rallybio”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Recursion Pharmaceuticals, Inc., (“Recursion”), Exscientia Ventures I, Inc., an indirect wholly-owned subsidiary of Recursion (“Buyer”) and Rallybio IPB, LLC, a wholly-owned subsidiary of Rallybio (“Seller”), pursuant to which Buyer purchased 50% of the issued and outstanding membership interests (the “Membership Interests”) of RE Ventures I, LLC (the “ENPP1 JV”) from Seller in exchange for cash and the issuance of shares (“Shares”) of Class A Common Stock of Recursion (the “Sale”). Prior to the closing of the Sale, Seller held 50% of the Membership Interests of the ENPP1 JV. As a result of the Sale, the ENPP1 JV became an indirect wholly-owned subsidiary of Recursion.
Pursuant to the terms of the Purchase Agreement, on July 8, 2025, Recursion issued to Seller an aggregate of 1,457,952 Shares (the “Initial Shares”) as partial consideration for the Sale, calculated by dividing $7,500,000 by a per share price of $5.1442, which is the volume weighted average price of Recursion’s Class A Common Stock over the seven consecutive trading days ending on July 7, 2025, the last trading day before the execution of the Purchase Agreement.
The Purchase Agreement also provides that, subject to certain conditions, if Seller sells the Initial Shares and the net proceeds from such sales are less than $7,500,000, then Recursion is required to pay to Seller an amount in cash equal to the amount by which such net proceeds are less than $7,500,000. If the net proceeds from such sales exceed $7,500,000, then Seller is required to pay Recursion an amount in cash equal to the amount by which such proceeds exceed $7,500,000.
In addition, under the terms of the Purchase Agreement, as additional contingent consideration for the Acquisition, if certain milestones with respect to the compound developed by the ENPP1 JV are satisfied, Recursion agreed to issue to Seller a number of Shares equal to the quotient obtained by dividing $12,500,000 by the volume weighted average price of the Class A common stock of the Company over the seven consecutive trading days ending on the day the milestone is met (the “Contingent Shares”), with cash payments to be made or received by Seller or Buyer, as applicable, under circumstances similar to the Initial Shares to the extent net proceeds received by Seller from sales of the Contingent Shares are less than or exceed $12,500,000.
As additional consideration, Seller is entitled to receive certain payments from Recursion if certain development and clinical milestones with respect to the compound developed by the ENPP1 JV are achieved. Recursion also agreed to pay Seller low single digit royalties on annual net sales of certain products developed by the ENPP1 JV.
The Purchase Agreement contains other customary terms including related to milestones, royalties, sale transactions, restrictive covenants and termination.
The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, a copy of which Rallybio expects to file with its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, and upon filing will be incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On July 8, 2025, Rallybio issued a press release announcing the Sale. A copy of the press release is furnished as Exhibit 99.1. to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RALLYBIO CORPORATION | |||||||||||
| Date: | July 8, 2025 | By: | /s/ Jonathan I. Lieber | ||||||||
| Jonathan I. Lieber Chief Financial Officer and Treasurer | |||||||||||