Attached files
file | filename |
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EX-23.1 - EX-23.1 - Rallybio Corp | d99471dex231.htm |
EX-5.1 - EX-5.1 - Rallybio Corp | d99471dex51.htm |
As filed with the Securities and Exchange Commission on July 28, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RALLYBIO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 85-1083789 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
234 Church Street, Suite 1020
New Haven, CT 06510
(203) 859-3820
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Martin W. Mackay, Ph.D.
Chief Executive Officer
234 Church Street, Suite 1020
New Haven, CT 06510
(203) 859-3820
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Marc Rubenstein Zachary Blume Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 (617) 951-7000 |
Michael Greco General Counsel 234 Church Street, Suite 1020 New Haven, CT 06510 (203) 859-3820 |
Lisa Firenze Molly W. Fox Wilmer Cutler Pickering Hale & Dorr LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007 (212) 230-8880 |
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-257655
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of each class of securities to be registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price (2) |
Amount of registration fee(3) | ||||
Common Stock, par value $0.0001 per share |
517,500 | $13.00 | $6,727,500 | $734 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes 67,500 shares of common stock issuable upon exercise of the underwriters option to purchase additional shares of common stock. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-257655). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. |
(3) | The registrant previously registered securities with an aggregate offering price not to exceed $99,187,500 on a Registration Statement on Form S-1 (File No. 333-257655), which was declared effective by the Securities and Exchange Commission on July 28, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $6,727,500 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
Explanatory Note and Incorporation By Reference
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act). This Registration Statement relates to the public offering of common stock, par value $0.0001 per share (Common Stock), of Rallybio Corporation (the Registrant), contemplated by the Registration Statement on Form S-1, as amended (File No. 333-257655), initially filed by Rallybio Corporation with the Securities and Exchange Commission (the Commission) on July 2, 2021 (as amended, the Prior Registration Statement) pursuant to the Securities Act, which was declared effective by the Commission on July 28, 2021. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of Common Stock offered by the Registrant by 517,500, which includes 67,500 additional shares that the underwriters have the option to purchase. The additional shares of Common Stock that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed in Part II, Item 16 hereto and filed herewith.
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PART II
Information Not Required in Prospectus
Item 16. | Exhibit List |
Exhibit Number | Description of Exhibit | |
5.1 | Opinion of Ropes & Gray LLP | |
23.1 | Consent of Deloitte & Touche LLP independent registered public accounting firm | |
23.2 | Consent of Ropes & Gray LLP (included in Exhibit 5.1) | |
24.1* | Power of Attorney |
* | Previously filed on the signature page to the Registrants Registration Statement on Form S-1, as amended (File No. 333-257655), originally filed with the Securities and Exchange Commission on July 2, 2021 and incorporated by reference herein. |
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Haven, Connecticut, on July 28, 2021.
RALLYBIO CORPORATION | ||
By: | /s/ Martin W. Mackay Martin W. Mackay, Ph.D. Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Martin W. Mackay Martin W. Mackay, Ph.D. |
Chief Executive Officer and Director (Principal Executive Officer) |
July 28, 2021 | ||
/s/ Jeffrey M. Fryer Jeffrey M. Fryer, CPA |
Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer) |
July 28, 2021 | ||
* Helen M. Boudreau |
Director | July 28, 2021 | ||
* Rob Hopfner, R.Ph., Ph.D. |
Director | July 28, 2021 | ||
* Ronald M. Hunt |
Director | July 28, 2021 | ||
* Lucian Iancovici, M.D. |
Director | July 28, 2021 | ||
* Kush M. Parmar, M.D., Ph.D. |
Director | July 28, 2021 | ||
* Timothy Shannon, M.D. |
Director | July 28, 2021 | ||
* Paula Soteropoulos |
Director | July 28, 2021 |
*By: | /s/ Martin W. Mackay Martin W. Mackay, Ph.D. Attorney-in-Fact |
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