S-4 S-4 EX-FILING FEES 0001739410 Rallybio Corp N/A N/A 0001739410 2026-07-15 2026-07-15 0001739410 1 2026-07-15 2026-07-15 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

Rallybio Corp

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, par value $0.0001 per share Other 197,484,269 $ 6,582.81 0.0001381 $ 0.91
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 6,582.81

$ 0.91

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 0.91

Offering Note

1

(1) Relates to common stock, par value $0.0001 per share ("Rallybio Common Stock"), of Rallybio Corporation, a Delaware corporation ("Rallybio"), issuable to holders of shares of Class A common stock, par value $0.0001 per share ("Avenzo Common Stock"), shares of preferred stock, par value $0.0001 per share ("Avenzo Preferred Stock"), and outstanding unexercised options to purchase shares of Avenzo Common Stock that will be assumed by Rallybio and converted into options to purchase shares of Rallybio Common Stock ("Avenzo Options," and together with the Avenzo Common Stock and Avenzo Preferred Stock, "Avenzo Shares"), of Avenzo Therapeutics, Inc., a Delaware corporation ("Avenzo"), in the merger of Farmington Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Rallybio, with and into Avenzo, with Avenzo surviving as a wholly-owned subsidiary of Rallybio. The amount of Rallybio Common Stock to be registered includes the estimated maximum number of shares of Rallybio Common Stock that are expected to be issued (or become issuable) pursuant to the merger, without taking into account the effect of a reverse stock split of the Rallybio Common Stock, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 0.5020 shares of Rallybio Common Stock for each Avenzo Share. Such exchange ratio is only an estimate as the actual exchange ratio will be determined in connection with the closing of the merger. In accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall be deemed to cover any securities that may from time to time be offered or issued resulting from forward or reverse stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Avenzo is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares expected to be issued (or become issuable) in the merger is one-third of the aggregate par value of the Avenzo securities expected to be exchanged for the shares of Rallybio Common Stock being registered, including any Rallybio Common Stock issuable upon exercise of the Avenzo Options.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date