<SEC-DOCUMENT>0000899243-21-030702.txt : 20210729
<SEC-HEADER>0000899243-21-030702.hdr.sgml : 20210729
<ACCEPTANCE-DATETIME>20210729193853
ACCESSION NUMBER:		0000899243-21-030702
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:			PARMAR KUSH
		CENTRAL INDEX KEY:			0001664281

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40693
		FILM NUMBER:		211129349

	MAIL ADDRESS:	
		STREET 1:		C/O AUDENTES THERAPEUTICS, INC.
		STREET 2:		101 MONTGOMERY ST., SUITE 2650
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94104

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
</SEC-HEADER>
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<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
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<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-07-29</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001739410</issuerCik>
        <issuerName>Rallybio Corp</issuerName>
        <issuerTradingSymbol>RLYB</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001664281</rptOwnerCik>
            <rptOwnerName>PARMAR KUSH</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O RALLYBIO CORPORATION</rptOwnerStreet1>
            <rptOwnerStreet2>234 CHURCH STREET, SUITE 1020</rptOwnerStreet2>
            <rptOwnerCity>NEW HAVEN</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06510</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>790714</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2784626</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Option (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>13.00</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2031-07-28</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>13440</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Shares of common stock are held directly by 5AM Opportunities I, L.P. (&quot;Opportunities I, L.P.&quot;). 5AM Opportunities I (GP), LLC (&quot;Opportunities I (GP)&quot;) is the general partner of Opportunities I, L.P. Dr. Parmar is a managing member of Opportunities I (GP), and may be deemed to share voting and dispositive power over the shares held by Opportunities I, L.P. Dr. Parmar disclaims beneficial ownership of the shares held by Opportunities I, L.P. except to the extent of his pecuniary interest therein.</footnote>
        <footnote id="F2">Shares of common stock are held directly by 5AM Ventures V, L.P. (&quot;Ventures V&quot;). 5AM Partners V, LLC (&quot;Partners V&quot;) is the sole general partner of Ventures V.  Dr. Parmar is a managing member of Partners V and may be deemed to share voting and investment power over the shares held by Ventures V. Dr. Parmar disclaims beneficial ownership of the shares held by Ventures V except to the extent of his pecuniary interest therein.</footnote>
        <footnote id="F3">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.</footnote>
    </footnotes>

    <remarks>Exhibit List: Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Michael Greco, Attorney-in-Fact</signatureName>
        <signatureDate>2021-07-29</signatureDate>
    </ownerSignature>
</ownershipDocument>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
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<HEAD>
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<PRE>
                                                                      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.

                  [Remainder of page intentionally left blank]



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


                                   /s/ Kush M. Parmar
                                   ----------------------------------------
                                   Name: Kush M. Parmar, M.D., Ph.D.
</PRE>
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