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STOCKHOLDERS' EQUITY
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY

Common Stock
In April 2024, the Company entered into a securities purchase agreement (the "JJDC Securities Purchase Agreement") with Johnson & Johnson Innovation – JJDC, Inc. ("JJDC"), pursuant to which the Company sold to JJDC, in an unregistered offering, 3,636,363 shares of its common stock, at a price of $1.82 per share, which represented a 10% premium on the Company’s closing stock price on April 9, 2024, for aggregate gross proceeds of approximately $6.6 million, before deducting offering expenses.

The Company had 200,000,000 shares of common stock authorized as of June 30, 2025 and December 31, 2024, of which 41,707,153 and 41,510,163 shares were issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.
Preferred Stock
The Company had 50,000,000 shares of preferred stock authorized as of June 30, 2025 and December 31, 2024, of which no shares were outstanding as of June 30, 2025 and December 31, 2024.
Pre-Funded Warrants
In connection with a follow-on offering, the Company entered into an agreement with certain investors to issue pre-funded warrants in lieu of common stock to purchase up to an aggregate of 3,333,388 shares of common stock at a price of $5.9999, which represents the per share public offering price of the November 2022 follow-on offering for common stock less a $0.0001 per share exercise price for each pre-funded warrant.
The Company may not effect the exercise of any pre-funded warrant, and a holder will not be entitled to exercise any portion of any pre-funded warrant if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such pre-funded warrants, provided that such percentage may in no event exceed 19.99%.
The Company's pre-funded warrant is a freestanding instrument that does not meet the definition of a liability pursuant to ASC 480, Distinguishing Liabilities from Equity, and does not meet the definition of a derivative pursuant to ASC 815, Derivatives and Hedging. The pre-funded warrant is indexed to the Company’s common stock and meets all other conditions for equity classification under ASC 480 and ASC 815. Accordingly, the pre-funded warrant was classified as equity and accounted for as a component of additional paid-in capital at the time of issuance. All of the pre-funded warrants related to our November 2022 follow-on offering remain outstanding and unexercised as of June 30, 2025.
Share-based Compensation
Share-based compensation is comprised of the Company's stock options, restricted stock awards, restricted stock units and shares issued pursuant to the employee stock purchase plan, and is classified in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024 was as follows:
FOR THE THREE MONTHS ENDED
JUNE 30,		FOR THE SIX MONTHS ENDED
JUNE 30,
(in thousands)2025202420252024
Research and development$618 $772 $1,428 $1,541 
General and administrative996 1,143 2,065 2,462 
$1,614 $1,915 $3,493 $4,003 
2021 Equity Incentive Plan
In 2021, the board of directors adopted the Rallybio Corporation 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan initially reserved 5,440,344 shares of the Company's common stock that have been issued in respect of outstanding equity awards granted prior to the Company's initial public offering ("IPO"), and for future issuances of shares to employees, directors and consultants in the form of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on the Company's common stock. Dividend equivalents may also be provided in connection with awards under the 2021 Plan. The share pool will automatically increase on January 1st of each year until 2031, by the lesser of (i) five percent of the number of shares of the Company's common stock outstanding as of such date and (ii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. On January 1, 2025 and January 1, 2024, the 2021 Plan share pool was automatically increased by 2,075,508 and 1,891,478 shares, respectively. As of June 30, 2025, the total number of shares of the Company's common stock that were issuable under the 2021 Plan was 10,596,653 shares, of which 3,599,545 shares remained available for future issuance.
The following table summarizes stock option activity for the six months ended June 30, 2025:
Stock OptionsNumber of Option Shares Weighted-Average
Exercise Price		Weighted-Average
Contractual Term
(in years)		Aggregate Intrinsic Value
(in thousands)
Outstanding stock options at December 31, 20244,235,183$7.85 7.8$— 
Granted1,793,556$0.73 
Forfeited(146,506)$4.54 
Expired(78,825)$7.69 
Exercised—$— 
Outstanding stock options at June 30, 20255,803,408$5.74 7.9$9 
Exercisable stock options at June 30, 20253,077,702$8.41 7.0$— 
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company's common stock. Stock options outstanding with an exercise price below the closing price as of June 30, 2025 had an intrinsic value of approximately $9 thousand based on a common stock fair value of $0.338 per share, which was the closing price of the Company's common stock on June 30, 2025. Stock options outstanding and exercisable with an exercise price above the closing price as of June 30, 2025 are considered to have no intrinsic value. Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the six months ended June 30, 2025 and 2024 was $0.62 per share and $1.47 per share, respectively. As of June 30, 2025, there was unrecognized share-based compensation expense related to nonvested stock options of $5.4 million which the Company expects to recognize over a weighted-average period of approximately 2.2 years.
The fair value of the stock options granted during the six months ended June 30, 2025 and 2024 was determined using the Black-Scholes option pricing model with the following assumptions:
FOR THE SIX MONTHS ENDED
JUNE 30,
20252024
Expected volatility
91.88% - 119.61%
89.41% - 94.48%
Expected term (years)
5.27 - 6.02
5.50 - 6.02
Risk free interest rate
4.03% - 4.39%
3.93% - 4.35%
Expected dividend yield
—
—
Exercise price
$0.30 - $0.95
$1.86 - $2.40
A summary of the status of the Company's nonvested restricted common stock awards at June 30, 2025 and changes during the six months ended June 30, 2025 was as follows:
Restricted Stock AwardsShares Weighted-Average Grant Date Fair Value Per Share
Nonvested restricted stock awards at December 31, 202421,950$5.21 
Granted—$— 
Vested(16,270)$6.29 
Forfeited—$— 
Nonvested restricted stock awards at June 30, 20255,680$2.13 
As of June 30, 2025, there was unrecognized share-based compensation expense related to nonvested restricted stock awards of $4 thousand, which the Company expects to recognize over a weighted-average period of approximately 0.3 years.
A summary of the status of the Company's nonvested restricted common stock units at June 30, 2025 and changes during the six months ended June 30, 2025 was as follows:
Restricted Stock UnitsSharesWeighted-Average Grant Date Fair Value Per Share
Nonvested restricted stock units at December 31, 20241,064,741$2.36 
Granted454,190$0.75 
Forfeited(163,241)$1.74 
Vested(161,990)$4.39 
Nonvested restricted stock units at June 30, 20251,193,700$1.56 
As of June 30, 2025, there was unrecognized share-based compensation expense related to nonvested restricted stock units of $0.8 million, which the Company expects to recognize over a weighted-average period of approximately 1.5 years.
2021 Employee Stock Purchase Plan
In connection with the Company's IPO, the board of directors adopted the Rallybio Corporation 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which initially reserved 291,324 shares of the Company's common stock for future issuances under this plan. The share pool will automatically increase on January 1st of each year from 2022 to 2031, by the lesser of (i) one percent of the number of shares of the Company's common stock outstanding as of such date, (ii) 582,648 shares of the Company’s common stock and (iii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. The 2021 ESPP share pool did not increase on January 1, 2025 or January 1, 2024. As of June 30, 2025, the total number of shares of the Company's common stock available for future issuance under the 2021 ESPP was 777,012 shares. During the six months ended June 30, 2025 and 2024, the Company issued 35,000 and 38,289 shares, respectively, of the Company's common stock under the 2021 ESPP.

The 2021 ESPP allows eligible participants to purchase shares of our common stock through authorized payroll deductions. The purchase price of the shares will not be less than 85% of the lower of the fair market value of our common stock on the first day of an offering or on the date of the purchase.