Rallybio Corporation and Avenzo Therapeutics have entered into a definitive merger agreement designed to create a publicly traded oncology-focused biotechnology company with a strengthened clinical pipeline and expanded financial runway. The combined entity is expected to operate as Avenzo Therapeutics, Inc. and trade on Nasdaq under the ticker symbol AVZO following completion of the transaction. Announced alongside the merger is a $215 million oversubscribed private placement intended to support the company’s next stage of clinical development.
Merger Creates Public Oncology Platform
Under the proposed agreement, Rallybio will acquire Avenzo through a merger transaction, with Avenzo’s shareholders receiving newly issued Rallybio common stock at closing. The transaction has received unanimous approval from the boards of both companies and is expected to close in the fourth quarter of 2026, subject to shareholder approvals, SEC registration effectiveness, and customary closing conditions. Upon completion, pre-transaction Avenzo equityholders, including investors in the financing, are expected to own approximately 97.2% of the combined company, while Rallybio equityholders are expected to own about 2.8%.
Rallybio also plans to distribute substantially all of its pre-closing net cash to existing shareholders before the merger closes. In addition, Rallybio stockholders are expected to receive contingent value rights tied to proceeds from the previously announced sale of interests in its former REV102 program and potential monetization of other legacy assets. These arrangements reflect a structure that shifts the public company’s strategic focus from Rallybio’s rare disease pipeline to Avenzo’s oncology portfolio.
Financing Supports Clinical Development
Avenzo has secured subscription agreements for a concurrent private placement expected to generate $215 million in gross proceeds. The financing drew participation from a broad group of healthcare-focused institutional investors and mutual funds, including new and existing backers such as OrbiMed, SR One, Foresite Capital, Vivo Capital, T. Rowe Price-advised accounts, Blackstone Multi-Asset Investing, and others. The proceeds are expected to provide the combined company with funding into late 2028.
The capital is intended to advance four clinical-stage programs through several planned milestones. These include updated Phase 1 results across the pipeline, initial clinical data from combinations involving AVZO-023 and AVZO-021 with fulvestrant, and the launch of multiple Phase 2 studies. Management said the financing positions the company to pursue a broader development plan without an immediate need for additional capital.
Avenzo Pipeline Targets Solid Tumors
Avenzo’s portfolio includes selective small-molecule inhibitors and bispecific antibody-drug conjugates aimed at solid tumor indications with significant commercial potential. Its selective CDK programs include AVZO-021, a CDK2 inhibitor, and AVZO-023, a CDK4 inhibitor, both designed to address limitations associated with currently approved CDK4/6 therapies in HR+/HER2- breast cancer. AVZO-021 has already been evaluated as monotherapy and in combination with fulvestrant in a Phase 1 study involving 64 patients, where the company reported clinical activity and a generally tolerable safety profile.
The company is also developing two bispecific ADC candidates. AVZO-1418 targets EGFR and HER3 and is being studied in the AVENTINE-1 Phase 1/2 trial across multiple solid tumors, while AVZO-103 targets Nectin4 and TROP2 and is being evaluated in the BEACON-1 Phase 1/2 study, including in urothelial cancer. Avenzo expects to present additional preliminary data from these ADC programs in late 2026.
Leadership and Transaction Advisors
Following the merger, the company is expected to be led by Dr. Athena Countouriotis, Avenzo’s Chair, President, and Chief Executive Officer. Dr. Mohammad Hirmand, Avenzo’s co-founder and Chief Medical Officer, is also expected to continue in a senior leadership role as the company advances its clinical-stage oncology assets. Rallybio’s leadership said the transaction offers its shareholders an opportunity to participate in a development-stage oncology platform led by an experienced management team.
Leerink Partners is advising Avenzo as exclusive financial advisor, while Cooley LLP is serving as its legal counsel. Evercore is acting as lead financial advisor to Rallybio, with Citizens Capital Markets & Advisory as co-financial advisor and Ropes & Gray LLP as legal counsel. Leerink Partners, Goldman Sachs & Co. LLC, Piper Sandler, and Guggenheim Securities are serving as placement agents for the private placement.
The proposed Rallybio-Avenzo merger marks a major strategic transition for both companies, creating a public biotechnology platform centered on next-generation oncology therapies. With four clinical-stage assets, a management team focused on cancer drug development, and $215 million in new financing, the combined company is positioned to pursue several data readouts and trial initiations through 2028. While the transaction remains subject to shareholder and regulatory-related conditions, its completion would give Avenzo a public listing and a stronger capital base to advance its small-molecule and ADC pipeline.