Blog: RALLYBIO CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2022, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the Board) of Rallybio
Corporation (Rallybio), the Board increased its size from nine directors to ten
directors and appointed Wendy K. Chung, M.D., Ph.D. to serve as a director to
fill the newly created vacancy, effective August 1, 2022.

Dr. Chung will serve as a Class III director whose term will expire at
Rallybio’s 2024 annual meeting of shareholders and Dr. Chung has been appointed
to the Nominating and Corporate Governance Committee of the Board.

Dr. Chung will be entitled to receive compensation for service as a director in
accordance with Rallybio’s non-employee director compensation policy as
described under the section “Director compensation policy” in Rallybio’s
Definitive Proxy Statement filed with the Securities and Exchange Commission
(SEC) on April 25, 2022.

In connection with her appointment to the Board, Dr. Chung will enter into
Rallybio’s standard form of indemnification agreement with its directors and
officers, a copy of which was filed as Exhibit 10.7 to Amendment No. 1 to
Rallybio’s Registration Statement on Form S-1 filed with the SEC on July 22,

There are no arrangements or understandings between Dr. Chung and any other
person pursuant to which she was elected as a director. Dr. Chung does not have
a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On August 2, 2022, Rallybio issued a press release announcing the appointment of
Dr. Chung to the Board, a copy of which is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 to this Current
Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.    Description
  99.1           Press release issued by the Company on August 2, 2022
104            Cover Page Interactive Data File (embedded within the Inline XBRL document)


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