Rallybio (NASDAQ: RLYB) shifts to Capital Market with bid-price waiver

Rhea-AI Filing Summary

Rallybio Corporation received an additional grace period from Nasdaq to fix a share price problem that threatens its stock market listing. After its common stock traded below the required $1.00 minimum closing bid price for 30 straight business days and failed to recover by the initial August 25, 2025 deadline, Nasdaq approved the company’s transfer from the Nasdaq Global Select Market to the Nasdaq Capital Market.

The transfer took effect at the opening of business on August 29, 2025, and the stock continues to trade under the symbol “RLYB”. Rallybio now has until February 23, 2026 to regain compliance with Nasdaq’s bid price rule. The company plans to monitor its share price and is considering options to restore compliance, including a potential reverse stock split if needed.

If Rallybio does not meet the minimum bid price requirement by the new deadline, Nasdaq may move to delist the stock, although the company would have the right to appeal that decision to a Nasdaq Hearings Panel.

Positive

• None.

Negative

• Nasdaq listing at risk: Failure to regain the $1.00 minimum bid price by February 23, 2026 could lead to a Nasdaq delisting notice, creating uncertainty around Rallybio’s trading venue.

Insights

Equity markets and listing standards analyst

Rallybio gets more time but faces real Nasdaq delisting risk.

Rallybio has not met Nasdaq’s $1.00 bid price requirement and missed the initial compliance deadline of August 25, 2025. Nasdaq has allowed the stock to move from the Global Select Market to the Nasdaq Capital Market, granting a new compliance window until February 23, 2026. This keeps the shares listed for now while the company works to restore its price.

The company states that it will monitor the closing bid price and may pursue a reverse stock split to regain compliance. Reverse splits can mechanically lift the share price but do not change the company’s underlying value or business performance, so the longer-term impact depends on operational progress that is not discussed here.

If the bid price is not restored by the Second Compliance Date, Nasdaq may issue a delisting notice, and Rallybio could then appeal to a Nasdaq Hearings Panel. The filing highlights a clear listing-status overhang; how the share price behaves through February 23, 2026 will determine whether the company maintains its Nasdaq listing or has to navigate a formal appeal process.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Rallybio Corp NASDAQ false 0001739410 0001739410 2025-08-26 2025-08-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2025

RALLYBIO CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40693		85-1083789
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

234 Church Street, Suite 1020 New Haven, Connecticut		06510
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 203 859-3820

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		RLYB		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed by Rallybio Corporation (“the Company”), on February 24, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications Department notifying the Company that the closing bid price of the Company’s shares of common stock was below the minimum closing bid price of $1.00 per share during the prior 30 consecutive business days (the “Notice”), as required for continued listing on the Nasdaq. Pursuant to Nasdaq’s Listing Rules, the Company had until August 25, 2025 (the “Initial Compliance Date”) to regain compliance with the minimum closing bid price requirement. As of the Initial Compliance Date, the Company had not regained compliance with the minimum closing bid price requirement.

On August 26, 2025, Nasdaq notified the Company that it had approved the Company’s application to transfer its listing to the Nasdaq Capital Market and that the Company is eligible for an additional 180 calendar day period, or until February 23, 2026 (the “Second Compliance Date”), to regain compliance with the minimum closing bid price requirement. At the opening of business on August 29, 2025, the Company’s common stock was transferred to the Nasdaq Capital Market, which operates in substantially the same manner as the Nasdaq Global Select Market, where it will continue to trade under the symbol “RLYB.”

The Company intends to monitor the closing bid price for its securities and explore available options to regain compliance within the prescribed time period, including by effecting a reverse stock split, if necessary.

In the event the Company fails to regain compliance before the Second Compliance Date, the Company will receive a written notification from Nasdaq that its common stock will be delisted. If the Company were to receive such a notification, the Company could appeal Nasdaq’s determination to delist its common stock to a Nasdaq Hearings Panel.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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:    August 29, 2025				By:		/s/ Jonathan I. Lieber
						Jonathan I. Lieber Chief Financial Officer and Treasurer

FAQ

Why did Rallybio (RLYB) receive a Nasdaq deficiency notice?

Rallybio received a Nasdaq notice because the closing bid price of its common stock stayed below the required $1.00 per share minimum for 30 consecutive business days, violating Nasdaq’s continued listing rule for minimum bid price.

What change did Rallybio (RLYB) make to its Nasdaq listing market?

Nasdaq approved Rallybio’s application to transfer its common stock listing from the Nasdaq Global Select Market to the Nasdaq Capital Market. The transfer became effective at the opening of business on August 29, 2025, and the stock continues to trade under the symbol RLYB.

How long does Rallybio have to regain compliance with Nasdaq’s $1.00 bid price rule?

Rallybio has been granted an additional 180 calendar days, giving it until February 23, 2026 (the Second Compliance Date) to regain compliance with Nasdaq’s minimum $1.00 per share closing bid price requirement.

What actions might Rallybio (RLYB) take to regain Nasdaq bid price compliance?

Rallybio states that it intends to monitor the closing bid price of its common stock and explore available options to regain compliance within the allowed period, including potentially effecting a reverse stock split if necessary.

What happens if Rallybio does not meet the Nasdaq bid price requirement by February 23, 2026?

If Rallybio does not regain compliance with the minimum bid price requirement by February 23, 2026, Nasdaq would send a written notification that its common stock will be delisted. Rallybio would then have the option to appeal the delisting determination to a Nasdaq Hearings Panel.

Does Rallybio’s ticker symbol change after moving to the Nasdaq Capital Market?

No. After the transfer to the Nasdaq Capital Market at the opening of business on August 29, 2025, Rallybio’s common stock continues to trade under the ticker symbol “RLYB”.