Welcome to the special meeting for Rallybio Corporation. Our host for today's call is Martin Mackay, Chairman. I will now turn the call over to your host, Mr. Mackay. You may begin, sir.
Thank you, and good morning, and welcome to the 2026 Special Meeting of Stockholders of Rallybio Corporation. I am Martin Mackay, Chairman of Rallybio. For the convenience of our stockholders, we are hosting this special meeting virtually. It is my pleasure to welcome you and to thank you for joining us today. Stockholders can access the rules of procedure for today's meeting via the web portal for this meeting. You may ask questions regarding the proposal being voted on at this meeting and in accordance with these rules. Please submit pertinent questions via the web portal. Questions will be answered prior to the opening of the polls. Although we may not be able to answer every question, we will do our best to provide a response to as many as possible.
Please be aware that only stockholders of record on December 30th, 2025, who entered the meeting using their unique control number will be able to ask questions and vote in today's meeting. It is now 10:01 A.M. Eastern Time on January 26th, 2026, and this meeting is officially called to order.
Now it is my pleasure to introduce Rallybio's Chief Executive Officer, Stephen Uden.
Thank you, Martin. The company has appointed Broadridge Financial Services to act as Inspector of Elections. Marlene Aguilar from Compass Branding Group is with us today and has taken the oath of Inspector of Elections. The Board of Directors fixed December 30th, 2025, as the record date for determining stockholders entitled to vote at this meeting. An affidavit of Broadridge has been delivered attesting to the fact that, 1, the notice of the meeting, and 2, the proxy statement were mailed to all stockholders as of the record date commencing on January 2nd, 2026. The stockholder list shows that, as of the record date, there were 42,243,777 shares of common stock outstanding and entitled to vote this meeting.
We are informed by the Inspector of Elections that there are represented in person or by proxy shares of common stock representing 34,983,474 votes, or approximately 82.81% of the voting power on the record date. Since this represents more than a majority of the shares of common stock entitled to vote at this special meeting, a quorum is present for the purposes of transacting business.
Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposals themselves after each of the proposals have been presented and before the polls open. Rallybio has not received notice from any of its stockholders, as required under its amended and restated by-laws, of any other matter to be considered at today's special meeting, and therefore no other proposals may be properly introduced by stockholders.
Proposal 1: to approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio ranging from 1:5 shares up to 1:20 shares, which ratio will be selected by our Board of Directors. Proposal 2: to consider any other business as may properly come before the special meeting or any postponement or adjournment of the meeting. If any stockholder would like to make a comment or ask a question regarding either of the proposals or voting procedures, please submit your comment or question through the web portal. Thank you.
We will now proceed with voting. It is 10:05 A.M. Eastern Time on January 26th, 2026, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. That completes the voting on proposals before the stockholders, and I now declare the polls for the meeting closed.
We have been informed by the Inspector of Elections that the preliminary voting report shows that a majority of the shares outstanding and entitled to vote on Proposal 1 were voted in favor of approving an amendment to the certificate of incorporation to effect a reverse stock split. We will be reporting the final results in a Form 8-K to be filed within four business days.
With that, I turn the meeting back over to Martin Mackay, Chair of the Board.
Thank you, Steve. There being no further business to come before the meeting, the 2026 Special Meeting of Stockholders of Rallybio Corporation is now adjourned. On behalf of the company, Board, and members of management, I would like to express my sincere appreciation to the stockholders who attended this meeting.
The meeting has now concluded. Thank you for joining, and have a pleasant day.