0000899243-21-030696.txt : 20210729 0000899243-21-030696.hdr.sgml : 20210729 20210729193632 ACCESSION NUMBER: 0000899243-21-030696 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210729 FILED AS OF DATE: 20210729 DATE AS OF CHANGE: 20210729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHANNON TIMOTHY M CENTRAL INDEX KEY: 0001207114 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40693 FILM NUMBER: 211129342 MAIL ADDRESS: STREET 1: C/O CURAGEN CORP STREET 2: 555LONG WHARF DR. 11TH FL. CITY: NEW HAVEN STATE: CT ZIP: 06511 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rallybio Corp CENTRAL INDEX KEY: 0001739410 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 851083789 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 234 CHURCH STREET STREET 2: SUITE 1020 CITY: NEW HAVEN STATE: CT ZIP: 06510 BUSINESS PHONE: 203- 859-3820 MAIL ADDRESS: STREET 1: 234 CHURCH STREET STREET 2: SUITE 1020 CITY: NEW HAVEN STATE: CT ZIP: 06510 FORMER COMPANY: FORMER CONFORMED NAME: Rallybio Holdings, LLC DATE OF NAME CHANGE: 20180502 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-29 0 0001739410 Rallybio Corp RLYB 0001207114 SHANNON TIMOTHY M C/O RALLYBIO CORPORATION 234 CHURCH STREET, SUITE 1020 NEW HAVEN CT 06510 1 0 0 0 Common Stock 2332789 I Canaan XI L.P. Option (Right to Buy) 13.00 2031-07-28 Common Stock 13440 D The reported securities are held directly by Canaan XI L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners XI LLC ("Canaan XI", and together with the Canaan Fund, the "Canaan Entities"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. The Reporting Person is a manager and member of Canaan XI. The Reporting Person disclaims Section 16 beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest therein, if any, in such securities by virtue of the limited liability company interest he owns in Canaan XI. The option vests as to the underlying shares of Common Stock on the earlier of July 28, 2022 and the date of the first annual meeting of stockholders of the Issuer following the closing of its initial public offering. Exhibit List: Exhibit 24 - Power of Attorney By: /s/ Michael Greco, Attorney-in-Fact 2021-07-29 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                           LIMITED POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints Martin W. Mackay, Jeffrey
M. Fryer and Michael Greco, with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

     (1)   prepare, execute in the undersigned's name and on the undersigned's
           behalf, and submit to the U.S. Securities and Exchange Commission
           (the "SEC") a Form ID, including amendments thereto, and any other
           documents necessary or appropriate to obtain codes and passwords
           enabling the undersigned to make electronic filings with the SEC of
           reports required by Section 16(a) of the Securities Exchange Act of
           1934, as amended, or any rule or regulation of the SEC;

     (2)   execute for and on behalf of the undersigned, in the undersigned's
           capacity as officer and/or director of Rallybio Corporation (the
           "Company"), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance
           with Section 16(a) of the Securities Exchange Act of 1934, as
           amended, and the rules thereunder;

     (3)   do and perform any and all acts for and on behalf of the undersigned
           that may be necessary or desirable to complete and execute any such
           Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any
           amendment or amendments thereto, and timely file such form with the
           SEC and any stock exchange or similar authority; and

     (4)   take any other action of any type whatsoever in connection with the
           foregoing that, in the opinion of each such attorney-in-fact, may be
           of benefit to, in the best interest of, or legally required by, the
           undersigned, it being understood that the documents executed by each
           such attorney-in-fact on behalf of the undersigned pursuant to this
           Power of Attorney shall be in such form and shall contain such terms
           and conditions as each such attorney-in-fact may approve in each such
           attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that each foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D
or 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each foregoing attorney-in-fact.

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     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of July, 2021.


                                            /s/ Timothy Shannon
                                            ---------------------------
                                            Name: Timothy Shannon, M.D.