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    SEC Form S-8 filed by Rallybio Corporation

    5/9/25 4:06:03 PM ET
    $RLYB
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $RLYB alert in real time by email
    S-8 1 rallybio-sx8rgdraft5925.htm S-8 Document

    As filed with the Securities and Exchange Commission on May 9, 2025

    Registration No. 333-
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549
    FORM S-8
    REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
    RALLYBIO CORPORATION
    (Exact Name of Registrant as Specified in Its Charter)
    Delaware85-1083789
    (State or Other Jurisdiction of
    Incorporation or Organization)
    (I.R.S. Employer
    Identification No.)
    234 Church Street, Suite 1020
    New Haven, CT
    06510
    (Address of Principal Executive Offices) (Zip Code)
    Rallybio Corporation 2021 Equity Incentive Plan
    (Full Title of the Plan)

    Stephen Uden, M.D.
    Chief Executive Officer
    Rallybio Corporation
    234 Church Street, Suite 1020
    New Haven, CT 06510
    (Name and Address of Agent For Service)

    (203) 859-3820
    (Telephone Number, Including Area Code, of Agent For Service)
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 fileroAccelerated filero
    Non-accelerated filerxSmaller reporting companyx
    Emerging growth companyx
    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 7(a)(2)(B) of the Securities Act. ☐



    Statement of Incorporation by Reference
        This Registration Statement on Form S-8, relating to the 2021 Equity Incentive Plan of Rallybio Corporation (the “Registrant”) is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-258383, filed with the Securities and Exchange Commission on August 2, 2021 by the Registrant, relating to the Registrant’s 2021 Equity Incentive Plan.
    Item 8.      Exhibits.
    Number
    Description
    4.1
    Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2021 (File No. 001-40693) and incorporated herein by reference).
    4.2
    Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2021 (File No. 001-40693) and incorporated herein by reference).
    4.3
    Rallybio Corporation 2021 Equity Incentive Plan (previously filed as Exhibit 10.12 to the registration statement on Form S-1 filed on July 22, 2021 (File No. 333-257655) and incorporated herein by reference).
    5.1*
    Opinion of Ropes & Gray LLP.
    23.1*
    Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).
    23.2*
    Consent of Deloitte & Touche LLP independent registered public accounting firm.
    24.1*
    Powers of Attorney (included on the signature page in Part II).
    107*
    Filing Fee Table.
    * Filed herewith





    SIGNATURES
    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Haven, Connecticut, on this 9th day of May, 2025.
    RALLYBIO CORPORATION

    By:/s/ Stephen Uden
    Stephen Uden, M.D.
    Chief Executive Officer

    POWER OF ATTORNEY AND SIGNATURES
    We, the undersigned officers and directors of Rallybio Corporation hereby severally constitute and appoint Stephen Uden, Jonathan I. Lieber, and Michael Greco, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Rallybio Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
    Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.



    SignatureTitleDate

    /s/ Stephen Uden

    Chief Executive Officer and Director

    May 9, 2025
    Stephen Uden, M.D.

    /s/ Jonathan I. Lieber
    (Principal Executive Officer)

    Chief Financial Officer and Treasurer


    May 9, 2025
    Jonathan I. Lieber

    /s/ Martin W. Mackay
    (Principal Accounting and Principal Financial Officer)

    Chairman


    May 9, 2025
    Martin W. Mackay, Ph.D.
    /s/ Helen M. BoudreauDirectorMay 9, 2025
    Helen M. Boudreau, M.B.A.

    /s/ Wendy K. Chung


    Director


    May 9, 2025
    Wendy K. Chung, M.D., Ph.D.

    /s/ Rob Hopfner


    Director


    May 9, 2025
    Rob Hopfner, R.Ph., Ph.D., MBA

    /s/ Ronald M. Hunt


    Director


    May 9, 2025
    Ronald M. Hunt, M.B.A.

    /s/ Lucian Iancovici


    Director


    May 9, 2025
    Lucian Iancovici, M.D.
    /s/ Hui LiuDirector May 9, 2025
    Hui Liu, Ph.D., M.B.A.
    /s/ Christine A. NashDirector May 9, 2025
    Christine A. Nash, M.B.A.

    /s/ Paula Soteropoulos


    Director


    May 9, 2025
    Paula Soteropoulos


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