San Diego’s Avenzo Therapeutics is heading to the Nasdaq in a reverse merger with Rallybio, a deal that would hand Avenzo stakeholders about 97% of the combined company and put the new entity under the ticker AVZO. The transaction is paired with a $215 million private placement that executives say should keep the combined operation funded through multiple clinical milestones into late 2028.
Deal terms and timeline
The companies unveiled the agreement last Monday, saying the post-merger business will carry the Avenzo Therapeutics name and trade on Nasdaq under the symbol AVZO. As detailed by Nasdaq, the financing comes from an oversubscribed $215 million private placement, and the deal is slated to close in the fourth quarter of 2026, pending stockholder approvals and standard closing conditions.
The tie-up follows Rallybio’s scrapped plan to merge with Candid Therapeutics earlier this spring, a transaction that collapsed after Candid agreed instead to be acquired by UCB and paid Rallybio a parent termination fee. According to the company’s filing with the Securities and Exchange Commission, Rallybio received a $50 million termination payment and related expense reimbursement in early May, cash that helped set the stage for the reverse merger structure.
Avenzo’s leadership says the fresh capital, combined with existing cash, should give the merged company runway into late 2028 and support several expected data readouts and program launches. The funding drew a syndicate of healthcare investors, including new backers such as Blackstone Multi-Asset Investing and accounts advised by T. Rowe Price, among others, as reported by Nasdaq. Under the structure, Rallybio shareholders will receive contingent value rights tied to potential sales of legacy assets, while Avenzo investors end up with the vast majority of the equity.
Pipeline and near-term milestones
Avenzo is bringing a four-program clinical portfolio that centers on two selective cyclin-dependent kinase inhibitors and two bispecific antibody-drug conjugates. According to Business Wire, AVZO-021, a selective CDK2 inhibitor, and AVZO-023, a selective CDK4 inhibitor, are in studies for HR+/HER2- breast cancer, with the company planning updated Phase 1 data and early combination results later in 2026. The two bispecific ADCs, AVZO-1418 and AVZO-103, are also in Phase 1 trials across multiple tumor types.
What comes next
The merger still has to clear the usual regulatory and shareholder checkpoints. Rallybio will file the necessary registration documents to issue shares and will seek approval from both companies’ stockholders. In its Form S-4 filing with the Securities and Exchange Commission, the company outlined plans to distribute pre-closing net cash to Rallybio holders and to issue contingent value rights that capture any proceeds from sales of Rallybio’s legacy assets.
For San Diego, the transaction spotlights another route for local biotechs looking to scale quickly. Avenzo lists 2022 as its founding year on its website and has spent the past few years building out a U.S. clinical footprint and attracting substantial venture capital. Industry coverage pegs the company’s private funding at roughly $450 million, a tally that helps explain investor support for the $215 million bridge to the public markets as the partners chase multiple 2026 data readouts. More detail is available from Avenzo and BioPharma Dive.
