SCHEDULE: 5AM Ventures Reduces Rallybio Corp Stake

5AM Ventures and its affiliates have filed an Amendment No. 2 to their Schedule 13D, reporting a reduction in their beneficial ownership of Rallybio Corp common stock following recent open market sales.

Summary

• 5AM Ventures V, L.P. and 5AM Opportunities I, L.P., along with their general partners and managing members (Andrew J. Schwab, Dr. Kush Parmar, and Dr. Scott M. Rocklage), filed an Amendment No. 2 to their Schedule 13D for Rallybio Corp.
• The filing updates their beneficial ownership in Rallybio Corp's common stock.
• 5AM V sold a total of 162,052 shares in open market transactions on February 25 and February 26, 2025.
• Sales prices ranged from $6.00 to $6.15 per share, with weighted average prices of $6.07 and $6.06 respectively.
• As of the filing, 5AM V beneficially owns 135,319 shares (2.6%), and 5AM Opportunities beneficially owns 156,469 shares (3.0%).
• Andrew J. Schwab and Dr. Kush Parmar each beneficially own 291,788 shares (5.5%), while Dr. Scott M. Rocklage beneficially owns 135,319 shares (2.6%).
• The percentages are based on 5,280,471 shares outstanding as of December 30, 2025, adjusted for an 8-for-1 reverse stock split effective February 2, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a moderately negative development for Rallybio Corp, as a significant venture capital firm is reducing its position, which could be interpreted as a diminishing conviction in the company's near-term growth prospects or a strategic exit.

Negatives

• A significant venture capital investor, 5AM V, reduced its stake in Rallybio Corp by selling 162,052 shares.
• The sales occurred at prices ranging from $6.00 to $6.15 per share, indicating a partial exit by a key early investor.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that a reduction in stake by a venture capital firm like 5AM Ventures, especially after a reverse stock split, can sometimes signal a shift in investment strategy or a partial realization of gains. This is a common occurrence in the biotechnology sector as early investors mature their positions.

Stakeholder Impact

• Shareholders may perceive the reduction in stake by a venture capital firm as a negative signal, potentially leading to downward pressure on the stock price.
• Existing investors might question the long-term commitment of early-stage backers.

Key Dates

Recommendation

The sale of a substantial number of shares by a venture capital firm like 5AM Ventures, particularly after a reverse stock split, suggests a lack of strong conviction in the company's immediate future or a strategic move to exit. This action by an informed investor could signal potential headwinds or a plateau in growth, making a 'sell' recommendation prudent for investors looking to mitigate risk or reallocate capital.

Keywords

Rallybio Corp, RALLY, Schedule 13D/A, 5AM Ventures, Beneficial Ownership, Stock Sales, Venture Capital, Biotechnology, SEC Filing, Shareholder Update