Rallybio Announces Proposed Public Offering

Rallybio Corporation (“Rallybio”) (Nasdaq: RLYB) today announced the commencement of a proposed public offering of $75 million of its shares of common stock (and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock). All of the shares and pre-funded warrants will be offered by Rallybio. Rallybio also expects to grant the underwriters a 30-day option to purchase additional shares of its common stock in an amount of up to 15% of the number of securities sold in the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

J.P. Morgan, Cowen and Evercore ISI are acting as joint lead book-running managers for the proposed offering.

The securities described above are being offered by Rallybio pursuant to its effective shelf registration statement on Form S-3 declared effective by the Securities and Exchange Commission (the “SEC”) on August 15, 2022. Before you invest, you should read the prospectus in the registration statement and related preliminary prospectus supplement that Rallybio will file with the SEC for more complete information about Rallybio and this offering. An electronic copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering will be available on the SEC website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may also be obtained, when available, by visiting the SEC website at www.sec.gov or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; from Cowen and Company, LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (833) 297-2926, or by email at PostSaleManualRequests@broadridge.com; or from Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About Rallybio

Rallybio is a clinical-stage biotechnology company committed to identifying and accelerating the development of life-transforming therapies for patients with severe and rare diseases. Since its launch in January 2018, Rallybio has built a portfolio of promising product candidates, which are now in development to address rare diseases in the areas of hematology, immuno-inflammation, maternal fetal health, and metabolic disorders. The Company’s mission is being advanced by a team of highly experienced biopharma industry leaders with extensive research, development, and rare disease expertise. Rallybio is headquartered in New Haven, Connecticut, with an additional facility at the University of Connecticut’s Technology Incubation Program in Farmington, Connecticut.

Forward-Looking Statements

This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the completion, timing and size of the proposed public offering of our common stock and pre-funded warrants. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to market conditions and satisfaction of customary closing conditions related to the proposed public offering. There can be no assurance that we will be able to complete the public offering on the anticipated terms, or at all. Applicable risks also include those identified under the heading “Risk Factors” and in our annual report on Form 10-K for the year ended December 31, 2021, and in our quarterly reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, or under the heading “Risk Factors” included in the preliminary prospectus supplement related to the proposed public offering to be filed with the SEC and in any subsequent filings with the SEC. Additional information will be made available by our annual and quarterly reports and other filings that we make from time to time with the SEC. These forward-looking statements speak only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.

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