New Haven-based Rallybio Corp. is asking shareholders to approve a reverse stock split as the clinical-stage biotechnology company works to regain compliance with Nasdaq’s minimum share-price rules and preserve its stock exchange listing.
In a preliminary proxy statement filed with the U.S. Securities and Exchange Commission, Rallybio said its board is seeking approval to combine outstanding shares at a ratio ranging from 1-for-5 to 1-for-20, with the final ratio to be set later by directors.
The company said the move is primarily aimed at addressing Nasdaq listing requirements. Rallybio received a delisting warning after its stock traded below $1 per share for 30 consecutive trading days beginning Jan. 8, 2025. While Nasdaq granted the company additional time after it transferred to the Nasdaq Capital Market, Rallybio now has until Feb. 23, 2026, to bring its share price back into compliance.
Rallybio said a reverse stock split would increase its per-share price and help avoid delisting, which could reduce liquidity and limit access to institutional investors that often avoid low-priced stocks.
The board also said the reverse split would significantly increase the number of authorized but unissued shares, giving the company added flexibility for future financing, equity compensation and other corporate purposes. The company said it currently has no agreements in place to issue additional shares beyond routine employee and consultant equity awards.
Shareholders will vote on the proposal at a virtual special meeting scheduled for Jan. 26, 2026. The board has recommended approval but said it retains the discretion to abandon the split even if shareholders approve it.
Rallybio has taken several steps this year to shore up its finances, including cost-cutting measures. In May, the company said it was cutting about 40% of its workforce, eliminating nine positions.
Rallybio in July announced it would sell its interest in REV102 — a therapy in preclinical development to treat patients with a rare bone disease called hypophosphatasia — to Utah-based Recursion Pharmaceuticals for up to $25 million, including an upfront equity payment of $7.5 million.
Rallybio, headquartered at 234 Church St. in New Haven, focuses on therapies for severe and rare diseases.
