UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2026, Rallybio Corporation (Rallybio) announced that Jonathan Lieber, Rallybio’s Chief Financial Officer, will transition to part-time employment status effective September 15, 2026 (the Employment Transition Date), but will remain Rallybio’s Chief Financial Officer and Principal Financial Officer and continue to have the same duties and authority following the Employment Transition Date.
In connection with Mr. Lieber’s employment transition, he entered into an agreement (the Employment Side Letter) with Rallybio and Rallybio, LLC pursuant to which, following the Employment Transition Date, he will receive a base salary of $420,000 and be entitled to participate in Rallybio’s benefit plans, but will not be entitled to receive an annual bonus for 2026 or any subsequent year during which he is employed. Mr. Lieber’s employment will terminate upon the closing of Rallybio’s pending business combination with Avenzo Therapeutics, Inc. (Avenzo) pursuant to the Agreement and Plan of Merger and Reorganization, dated May 31, 2026, among Rallybio, Avenzo and a wholly-owned subsidiary of Rallybio, unless earlier terminated by Mr. Lieber or Rallybio. Upon his termination, Mr. Lieber will be entitled to severance payments as set forth in his Employment Agreement with Rallybio, dated February 1, 2023, and the Second Amendment to his Employment Agreement, which were included as Exhibit 10.24 to Rallybio’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 2, 2023 and Exhibit 10.8 to Rallybio’s Current Report on Form 8-K filed with the SEC on June 1, 2026, respectively.
The foregoing description of the Employment Side Letter does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Employment Side Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Exhibit Description | |
| 10.1 | Employment Side Letter, by and between Rallybio Corporation, Rallybio, LLC and Jonathan Lieber, dated September 8, 2026. | |
| 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: September 9, 2026 | By: | /s/ Jonathan I. Lieber | ||||
| Jonathan I. Lieber Chief Financial Officer | ||||||