Rallybio Stockholders Approve Reverse Stock Split to Avoid Nasdaq Delisting
January 26, 2026 · by Fintool Agent
Rallybio-1.41% stockholders voted overwhelmingly to approve a reverse stock split at the company's 2026 Special Meeting of Stockholders held virtually this morning, giving the struggling biotech a lifeline to preserve its Nasdaq listing after a brutal year that saw its lead drug program collapse .
The New Haven, Connecticut-based rare disease company now has less than a month to execute the share consolidation and regain compliance with Nasdaq's $1.00 minimum bid price requirement before its February 23, 2026 deadline .
The Vote
At the virtual special meeting convened at 10:01 AM Eastern Time, Chairman Martin Mackay confirmed that holders representing 82.81% of voting power—34.98 million shares of the 42.24 million outstanding—were present, easily clearing the quorum threshold .
The preliminary results showed a majority of shares voted in favor of the proposal, which authorizes the board to implement a reverse split at a ratio ranging from 1-for-5 to 1-for-20 . The exact ratio will be determined by the board and publicly announced before the split becomes effective. Final voting results will be reported in an 8-K filing within four business days .
Ask Fintool AI AgentRacing Against the Clock
The reverse split is Rallybio's last chance to avoid delisting. The company first received a Nasdaq warning on February 24, 2025, after its stock traded below $1.00 for 30 consecutive business days . After failing to regain compliance by the initial August 25, 2025 deadline, Rallybio transferred to the Nasdaq Capital Market, buying itself an additional 180 days .
The stock closed at $0.69 on January 26, 2026, having spent nearly the entire past year below the $1.00 threshold. At the current price, even the minimum 1-for-5 ratio would only push shares to around $3.45—well above the requirement but leaving little margin for error if the stock continues to decline.
A Year of Setbacks
The compliance crisis caps a devastating 2025 for Rallybio. In April, the company was forced to discontinue its lead program RLYB212 after Phase 2 pharmacokinetic data showed the drug could not achieve target concentrations needed for efficacy in preventing fetal and neonatal alloimmune thrombocytopenia (FNAIT)—a condition Rallybio had valued as a $1.6 billion market opportunity .
The news sent shares plunging 41% in a single day .
CEO Stephen Uden called the results "disappointing," noting that "the risk/benefit no longer supports continued dosing" .
The company subsequently cut approximately 40% of its workforce in May 2025 (nine positions) and sold its REV102 hypophosphatasia program to Recursion Pharmaceuticals for up to $25 million in July .
What the Split Means for Shareholders
The reverse split will proportionally reduce the number of shares each stockholder owns while maintaining their percentage ownership of the company. Fractional shares resulting from the conversion will be rounded up to the nearest whole share .
| Reverse Split Ratio | Shares Outstanding (Post-Split) | Theoretical Price* |
|---|---|---|
| 1-for-5 | 8.45 million | $3.45 |
| 1-for-10 | 4.22 million | $6.90 |
| 1-for-15 | 2.82 million | $10.35 |
| 1-for-20 | 2.11 million | $13.80 |
*Based on $0.69 pre-split price; actual prices will vary based on market conditions.
The company emphasized in its proxy statement that while it expects the split to increase the per-share price, "the reverse stock split may not result in a permanent increase in the bid price of our common stock" .
Ask Fintool AI AgentThe Path Forward: RLYB116
With RLYB212 discontinued, Rallybio is now betting its future on RLYB116, a once-weekly subcutaneous C5 inhibitor for complement-driven diseases including paroxysmal nocturnal hemoglobinuria (PNH), myasthenia gravis, and antiphospholipid syndrome—a market opportunity the company estimates exceeds $6 billion .
The company initiated a confirmatory PK/PD study for RLYB116 in Q2 2025, with data from the first two cohorts expected by end of 2025 . Rallybio is positioning RLYB116 as a convenient, self-administered alternative to existing complement inhibitors, building on executives' prior experience at Alexion Pharmaceuticals .
The company also retains RLYB332, a preclinical anti-matriptase-2 antibody for iron overload diseases, though development timelines remain uncertain .
What to Watch
The board must now select the optimal split ratio—aggressive enough to provide cushion above $1.00, but not so aggressive that it signals desperation or creates an illiquid float. The company will announce the chosen ratio and effective date before executing the split.
Key dates:
- Within 4 business days: Final vote tally in 8-K filing
- Before February 23, 2026: Reverse split must be executed
- February 23, 2026: Nasdaq compliance deadline
If Rallybio fails to achieve 10 consecutive trading days at or above $1.00 before the deadline, it will receive a delisting determination that it can appeal to a Nasdaq Hearings Panel .
For a company with a $29 million market cap trading at sub-$1 prices, the margin for error is razor-thin. The next month will determine whether Rallybio lives to fight another day—or joins the growing list of small biotechs forced off major exchanges.
Ask Fintool AI AgentRelated Companies: Rallybio Corporation-1.41%