0001739410-24-000136 | 10-Q | XBRL Viewer

NET LOSS PER COMMON SHARE

9 Months Ended

Sep. 30, 2024

Basic and diluted net loss per common share for the three and nine months ended September 30, 2024 and 2023 was calculated as follows:


	FOR THE THREE MONTHS ENDED SEPTEMBER 30,				FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(in thousands except share and per share amounts)	2024		2023		2024		2023
Net loss	$	(11,466)	$	(18,374)	$	(46,731)	$	(54,322)
Weighted-average number of common shares outstanding, basic and diluted	44,593,221		40,531,497		43,170,177		40,382,625
Net loss per common share, basic and diluted	$	(0.26)	$	(0.45)	$	(1.08)	$	(1.35)

Basic net loss per share of common stock is based on the weighted-average number of shares of common stock outstanding during the period. Pre-funded warrants to purchase 3,333,388 shares of common stock that were issued in connection with the November 2022 follow-on offering were included in the weighted-average number of common shares outstanding for the three and nine months ended September 30, 2024 and 2023. The weighted average number of common shares outstanding diluted for the three and nine months ended September 30, 2024 and 2023 excludes approximately 5.8 million and 5.0 million stock options and unvested restricted stock awards and units, respectively, which were not dilutive.

NET LOSS PER COMMON SHARE (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss Per Common Share

Basic and diluted net loss per common share for the three and nine months ended September 30, 2024 and 2023 was calculated as follows:


	FOR THE THREE MONTHS ENDED SEPTEMBER 30,				FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(in thousands except share and per share amounts)	2024		2023		2024		2023
Net loss	$	(11,466)	$	(18,374)	$	(46,731)	$	(54,322)
Weighted-average number of common shares outstanding, basic and diluted	44,593,221		40,531,497		43,170,177		40,382,625
Net loss per common share, basic and diluted	$	(0.26)	$	(0.45)	$	(1.08)	$	(1.35)

Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 268

MARKETABLE SECURITIES (Tables)

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Fair Value of Marketable Securities by Type of Security

The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of our marketable securities by type of security as of September 30, 2024 and December 31, 2023 was as follows:


		SEPTEMBER 30, 2024
(in thousands)	Fair Value Hierarchy Level	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value
Money market funds	Level 1	$	18,879	$	—	$	—	$	18,879
U.S. treasury securities	Level 1	29,696		104		—		29,800
U.S. government agency securities	Level 2	19,954		66		(1)		20,019
		$	68,529	$	170	$	(1)	$	68,698


		DECEMBER 31, 2023
(in thousands)	Fair Value Hierarchy Level	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value
Money market funds	Level 1	$	14,538	$	—	$	—	$	14,538
U.S. treasury securities	Level 1	35,976		48		(6)		36,018
U.S. government agency securities	Level 2	51,434		31		(58)		51,407
		$	101,948	$	79	$	(64)	$	101,963

Schedule of Marketable Securities by Balance Sheet Location Classification

The fair values of marketable securities by classification in the condensed consolidated balance sheets was as follows as of September 30, 2024 and December 31, 2023:


(in thousands)	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Cash and cash equivalents	$	18,879	$	16,528
Marketable securities	49,819		85,435
	$	68,698	$	101,963

Schedule of Fair Values of Available-for-Sale Debt Securities by Contractual Maturity

The fair values of available-for-sale debt securities as of September 30, 2024 and December 31, 2023, by contractual maturity, are summarized as follows:


(in thousands)	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Due in one year or less	$	62,297	$	98,110
Due after one year through two years	6,401		3,853
	$	68,698	$	101,963

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

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+ Details

STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 2,027	$ 2,634	$ 6,030	$ 8,371
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	863	1,182	2,404	3,425
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 1,164	$ 1,452	$ 3,626	$ 4,946

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (11,466)	$ (18,374)	$ (46,731)	$ (54,322)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

NET LOSS PER COMMON SHARE - Schedule of Basic and Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (11,466)	$ (18,374)	$ (46,731)	$ (54,322)
Weighted-average number of common shares outstanding, basic (in shares)	44,593,221	40,531,497	43,170,177	40,382,625
Weighted-average number of common shares outstanding, diluted (in shares)	44,593,221	40,531,497	43,170,177	40,382,625
Net loss per common share, basic (in dollars per share)	$ (0.26)	$ (0.45)	$ (1.08)	$ (1.35)
Net loss per common share, diluted (in dollars per share)	$ (0.26)	$ (0.45)	$ (1.08)	$ (1.35)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Purchase Commitments — The Company enters contracts in the normal course of business with contract research organizations and other third-party vendors for clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancellable by us upon written notice. Payments that may be due upon cancellation consist of payments for services provided or expenses incurred prior to cancellation. As of September 30, 2024 and December 31, 2023 there were no amounts accrued related to termination charges.

MARKETABLE SECURITIES - Additional Information (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Aggregate fair value of available-for-sale debt securities in an unrealized loss position	$ 2,000,000.0	$ 40,000,000.0
Allowance for credit losses	$ 0	$ 0

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

MARKETABLE SECURITIES - Schedule of Fair Value of Marketable Securities by Type of Security (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 68,529	$ 101,948
Gross Unrealized Holding Gains	170	79
Gross Unrealized Holding Losses	(1)	(64)
Fair Value	68,698	101,963
Level 1 \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	18,879	14,538
Gross Unrealized Holding Gains	0	0
Gross Unrealized Holding Losses	0	0
Fair Value	18,879	14,538
Level 1 \| U.S. treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	29,696	35,976
Gross Unrealized Holding Gains	104	48
Gross Unrealized Holding Losses	0	(6)
Fair Value	29,800	36,018
Level 2 \| U.S. government agency securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	19,954	51,434
Gross Unrealized Holding Gains	66	31
Gross Unrealized Holding Losses	(1)	(58)
Fair Value	$ 20,019	$ 51,407

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Unaudited Financial Information — The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). In the opinion of the Company, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The accompanying unaudited condensed consolidated financial statements include the accounts of Rallybio Corporation and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report"). Our significant accounting policies are described in Note 2 of the Notes to the consolidated financial statements included in our Annual Report. There have been no new accounting policies, including the adoption of new accounting standards during the three and nine months ended September 30, 2024, unless otherwise noted below, which could be expected to materially impact the Company's unaudited condensed consolidated financial statements. Significant Accounting Policies — Revenue Recognition The Company recognizes revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue when the Company’s customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods and services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The Company evaluates the promised goods or services in these agreements to determine which ones represent distinct performance obligations. These agreements may include the following types of promised goods or services: (i) grants of licenses and related transfer of know-how, (ii) performance of research and development services, and (iii) participation on joint research and/or development committees. They also may include options to obtain further research and development services and licenses to the Company’s intellectual property. The payment terms of these agreements may include nonrefundable upfront fees, payments based upon the achievement of certain milestones, and additional payments based on product sales derived from the collaboration. The Company exercises judgment in assessing those promised goods and services that are distinct and thus representative of performance obligations. To the extent the Company identifies multiple performance obligations in a contract or group of contracts signed together, the Company must develop assumptions that require judgment to determine the estimated standalone selling price for each performance obligation in order to allocate the transaction price among the identified performance obligations. The transaction is allocated on a relative standalone selling price basis. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are reassessed at each reporting period as required. The Company then recognizes revenue in the amount of the transaction price that is allocated to the respective performance obligations when or as the performance obligations are satisfied. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligations and recognizes revenue over the satisfaction of the performance obligations. Restructuring The Company accounts for restructuring charges in accordance with ASC Subtopic 420-10, Exit or Disposal Cost Obligations. The charges related to the workforce reduction are cash-based expenditures related primarily to severance and benefit payments, with such amounts reflected in the Company's condensed consolidated statements of operations and other comprehensive loss. For further details on the Company’s restructuring activities, please refer to Note 9 to the Company’s unaudited condensed consolidated financial statements contained in this Quarterly Report. Recently Issued Accounting Pronouncements—In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures. The amendments in ASU 2023-07 apply to public entities, including those with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The new standard should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The guidance should be applied on a prospective basis. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. For all other entities, the standard is effective for annual periods beginning after December 15, 2025. The Company is currently evaluating the impact on its consolidated financial statements.

RESTRUCTURING - Schedule of Restructuring and Related Costs (Details) - Employee Severance $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 0
Severance incurred during the period	3,279
Severance paid and adjustments made during the period	2,906
Ending balance	$ 373

STOCKHOLDERS' EQUITY - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Number of Option Shares
Outstanding at beginning of period (in shares)	4,270,544
Granted (in shares)	1,119,039
Forfeited (in shares)	(629,829)
Expired (in shares)	(25,950)
Exercised (in shares)	0
Outstanding at ending of period (in shares)	4,733,804	4,270,544
Options exercisable at ending of period (in shares)	2,551,303
Weighted-Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 9.98
Granted (in dollars per share)	1.89
Forfeited (in dollars per share)	9.19
Expired (in dollars per share)	12.32
Exercised (in dollars per share)	0
Outstanding at ending of period (in dollars per share)	8.16	$ 9.98
Options exercisable at ending of period (in dollars per share)	$ 10.10
Weighted-Average Contractual Term (in years) and Aggregate Intrinsic Value (in thousands)
Outstanding, weighted-average contractual term (in years)	7 years 4 months 24 days	8 years 6 months
Options exercisable, outstanding, weighted-average contractual term (in years)	6 years 4 months 24 days
Outstanding, aggregate intrinsic value	$ 0	$ 0
Options exercisable, aggregate intrinsic value	$ 0

NET LOSS PER COMMON SHARE - Additional Information (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Nov. 30, 2022
Stock Options and Unvested Restricted Share
Antidilutive Units
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	5,800,000	5,000,000	5,800,000	5,000,000
Pre-Funded Warrants \| Follow on Offering
Antidilutive Units
Number of securities called by warrants or rights (in shares)	3,333,388	3,333,388	3,333,388	3,333,388	3,333,388

MARKETABLE SECURITIES - Schedule of Marketable Securities by Balance Sheet Location Classification (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Debt securities, available-for-sale	$ 68,698	$ 101,963
Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Debt securities, available-for-sale	18,879	16,528
Marketable securities
Debt Securities, Available-for-Sale [Line Items]
Debt securities, available-for-sale	$ 49,819	$ 85,435

- Definition

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

STOCKHOLDERS' EQUITY

Common Stock

In April 2024, the Company entered into a Securities Purchase Agreement with Johnson & Johnson Innovation – JJDC, Inc. ("JJDC"), pursuant to which the Company sold to JJDC, in an unregistered offering, 3,636,363 shares of its common stock, at a price of $1.82 per share, which represents a 10% premium on the Company’s closing stock price on April 9, 2024, for aggregate gross proceeds of approximately $6.6 million, before deducting offering expenses.

The Company had 200,000,000 shares of common stock authorized as of September 30, 2024 and December 31, 2023, of which 41,487,586 and 37,829,565 shares were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Preferred Stock

The Company had 50,000,000 shares of preferred stock authorized as of September 30, 2024 and December 31, 2023, of which no shares were outstanding as of September 30, 2024 and December 31, 2023.

Pre-Funded Warrants

In connection with a follow-on offering in November 2022, the Company entered into an agreement with certain investors for pre-funded warrants in lieu of common stock to purchase up to an aggregate of 3,333,388 shares of common stock at a price of $5.9999, which represents the per share public offering price of the November 2022 follow-on offering for common stock less a $0.0001 per share exercise price for each pre-funded warrant.

The Company may not effect the exercise of any pre-funded warrant, and a holder will not be entitled to exercise any portion of any pre-funded warrant if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such pre-funded warrants, provided that such percentage may in no event exceed 19.99%.

The Company's pre-funded warrant is a freestanding instrument that does not meet the definition of a liability pursuant to ASC 480, Distinguishing Liabilities from Equity, and does not meet the definition of a derivative pursuant to ASC 815, Derivatives and Hedging. The pre-funded warrant is indexed to the Company’s common stock and meets all other conditions for equity classification under ASC 480 and ASC 815. Accordingly, the pre-funded warrant was classified as equity and accounted for as a component of additional paid-in capital at the time of issuance. All of the pre-funded warrants related to our November 2022 follow-on offering remain outstanding and unexercised as of September 30, 2024.

Share-based Compensation

Share-based compensation expense is comprised of the Company's stock options, restricted stock awards, restricted stock units and shares issued pursuant to the employee stock purchase plan, and is classified in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2024 and 2023 as follows:


	FOR THE THREE MONTHS ENDED SEPTEMBER 30,				FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(in thousands)	2024		2023		2024		2023
Research and development	$	863	$	1,182	$	2,404	$	3,425
General and administrative	1,164		1,452		3,626		4,946
	$	2,027	$	2,634	$	6,030	$	8,371

2021 Equity Incentive Plan

In 2021, the board of directors adopted the Rallybio Corporation 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan initially reserved 5,440,344 shares of the Company's common stock that have been issued in respect of outstanding equity awards granted prior to the Company’s initial public offering ("IPO"), and for future issuances of shares to employees, directors and consultants in the form of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on the Company's common stock. Dividend equivalents may also be provided in connection with awards under the 2021 Plan. The share pool will automatically increase on January 1st of each year until 2031, by the lesser of (i) five percent of the number of shares of the Company's common stock outstanding as of such date and (ii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. On January 1, 2024 and January 1, 2023, the 2021 Plan share pool was automatically increased by 1,891,478 and 1,891,868 shares, respectively. As of September 30, 2024, the total number of shares of common stock that were issuable under the 2021 Plan was 8,683,135 shares, of which 2,920,490 shares remained available for future issuance.

The following table summarizes stock option activity for the nine months ended September 30, 2024:


Stock Options	Number of Option Shares	Weighted-Average Exercise Price		Weighted-Average Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	4,270,544	$	9.98	8.5	$	—
Granted	1,119,039	$	1.89
Forfeited	(629,829)	$	9.19
Expired	(25,950)	$	12.32
Exercised	—	$	—
Outstanding at September 30, 2024	4,733,804	$	8.16	7.4	$	—
Options exercisable at September 30, 2024	2,551,303	$	10.10	6.4	$	—

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company's common stock. Options outstanding and exercisable with an exercise price above the closing price as of September 30, 2024 are considered to have no intrinsic value. Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options

granted during the nine months ended September 30, 2024 and 2023 was $1.47 per share and $4.93 per share, respectively. As of September 30, 2024, there was unrecognized share-based compensation expense related to unvested stock options of $9.3 million which the Company expects to recognize over a weighted-average period of approximately 2.1 years.

The fair value of the stock options granted during the nine months ended September 30, 2024 and 2023 was determined using the Black-Scholes option pricing model with the following assumptions:


	FOR THE NINE MONTHS ENDED SEPTEMBER 30,
	2024	2023
Expected volatility	89.41% - 94.48%	88.38% - 92.27%
Expected term (years)	5.50 - 6.02	5.50 - 6.08
Risk free interest rate	3.93% - 4.35%	3.58% - 4.52%
Expected dividend yield	—	—
Exercise price	$1.86 - $2.40	$5.38 - $7.83

A summary of the status of the Company's unvested restricted common stock awards at September 30, 2024 and changes during the nine months ended September 30, 2024 was as follows:


Restricted Stock Awards	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested restricted stock awards at December 31, 2023	354,394	$	4.10
Granted	—	$	—
Vested	(248,497)	$	3.36
Forfeited	(18,556)	$	16.03
Outstanding unvested restricted stock awards at September 30, 2024	87,341	$	3.66

As of September 30, 2024, there was unrecognized share-based compensation expense related to unvested restricted stock awards of $0.3 million, which the Company expects to recognize over a weighted-average period of approximately 0.5 years.

A summary of the status of the Company's unvested restricted common stock units at September 30, 2024 and changes during the nine months ended September 30, 2024 was as follows:


Restricted Stock Units	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested restricted stock units at December 31, 2023	220,250	$	8.55
Granted	911,856	$	1.51
Forfeited	(101,340)	$	7.60
Vested	(1,925)	$	7.68
Outstanding unvested restricted stock units at September 30, 2024	1,028,841	$	2.41

As of September 30, 2024, there was unrecognized share-based compensation expense related to unvested restricted stock units of $1.4 million, which the Company expects to recognize over a weighted-average period of approximately 1.7 years.

2021 Employee Stock Purchase Plan

In connection with the Company's IPO, the board of directors adopted the Rallybio Corporation 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which initially reserved 291,324 shares of the Company's common

stock for future issuances. The share pool will automatically increase on January 1st of each year until 2031, by the lesser of (i) one percent of the number of shares of the Company's common stock outstanding as of such date, (ii) 582,648 shares of the Company’s common stock and (iii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. The 2021 ESPP share pool did not increase on January 1, 2024. On January 1, 2023, the 2021 ESPP share pool was automatically increased by 378,373 shares. As of September 30, 2024, the total number of shares of the Company's common stock available for future issuance under the 2021 ESPP was 834,589 shares. During the nine months ended September 30, 2024 and 2023, the Company issued 38,289 shares and 43,423 shares, respectively, under the 2021 ESPP.

The 2021 ESPP allows eligible participants to purchase shares of our common stock through authorized payroll deductions. Pursuant to the 2021 ESPP, the purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the date on which the relevant option was (i) granted and (ii) deemed exercised.

For the three and nine months ended September 30, 2024, the total share-based compensation for the 2021 ESPP was $10 thousand and $64 thousand, respectively. For the three and nine months ended September 30, 2023 the total share-based compensation for the 2021 ESPP was $33 thousand and $155 thousand, respectively.

- Definition

The entire disclosure for equity.

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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 16
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (b)
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

BALANCE SHEET COMPONENTS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Research and development	$ 446	$ 2,067
Insurance	608	446
Other prepaids	286	293
Other current assets	1,751	2,054
Prepaid expenses and other assets	$ 3,091	$ 4,860

BALANCE SHEET COMPONENTS (Tables)

9 Months Ended

Sep. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Research and development	$	446	$	2,067
Insurance	608		446
Other prepaids	286		293
Other current assets	1,751		2,054
	$	3,091	$	4,860

Schedule of Accrued Expenses

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Research and development	$	3,218	$	4,123
Compensation and related expenses	2,420		3,166
Professional fees	430		332
Other accrued expenses	211		447
	$	6,279	$	8,068

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	41,487,586	37,829,565
Common stock, shares outstanding (in shares)	41,487,586	37,829,565
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Total revenue	$ 299	$ 0	$ 598	$ 0
Operating expenses:
Research and development	8,240	13,288	34,122	37,620
General and administrative	4,125	6,075	15,364	20,200
Total operating expenses	12,365	19,363	49,486	57,820
Loss from operations	(12,066)	(19,363)	(48,888)	(57,820)
Other income:
Interest income	986	1,545	3,405	4,699
Other income	251	92	561	227
Total other income, net	1,237	1,637	3,966	4,926
Loss before equity in losses of joint venture	(10,829)	(17,726)	(44,922)	(52,894)
Loss on investment in joint venture	637	648	1,809	1,428
Net loss	$ (11,466)	$ (18,374)	$ (46,731)	$ (54,322)
Net loss per common share, basic (in dollars per share)	$ (0.26)	$ (0.45)	$ (1.08)	$ (1.35)
Net loss per common share, diluted (in dollars per share)	$ (0.26)	$ (0.45)	$ (1.08)	$ (1.35)
Weighted-average common shares outstanding, basic (in shares)	44,593,221	40,531,497	43,170,177	40,382,625
Weighted-average common shares outstanding, diluted (in shares)	44,593,221	40,531,497	43,170,177	40,382,625
Other comprehensive loss:
Net unrealized gain (loss) on marketable securities	$ 240	$ 64	$ 154	$ 6
Other comprehensive gain (loss)	240	64	154	6
Comprehensive loss	(11,226)	(18,310)	(46,577)	(54,316)
Collaboration and license revenue
Revenue:
Total revenue	$ 299	$ 0	$ 598	$ 0

BALANCE SHEET COMPONENTS - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Research and development	$ 3,218	$ 4,123
Compensation and related expenses	2,420	3,166
Professional fees	430	332
Other accrued expenses	211	447
Accrued expenses	$ 6,279	$ 8,068

STOCKHOLDERS' EQUITY - Schedule of Unvested Restricted Common Stock Awards (Details) - Restricted Stock Awards	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Shares
Outstanding, beginning balance (in shares) \| shares	354,394
Granted (in shares) \| shares	0
Vested (in shares) \| shares	(248,497)
Forfeited (in shares) \| shares	(18,556)
Outstanding, ending balance (in shares) \| shares	87,341
Weighted-Average Grant Date Fair Value Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 4.10
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	3.36
Forfeited (in dollars per share) \| $ / shares	16.03
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 3.66

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-40693
Entity Registrant Name	RALLYBIO CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1083789
Entity Address, Address Line One	234 Church Street
Entity Address, Address Line Two	Suite 1020
Entity Address, City or Town	New Haven
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06510
City Area Code	203
Local Phone Number	859-3820
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RLYB
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Entity Common Stock, Shares Outstanding (in shares)		41,487,586
Entity Central Index Key	0001739410
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Amendment Flag	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Unaudited Financial Information	Unaudited Financial Information — The unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). In the opinion of the Company, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The accompanying unaudited condensed consolidated financial statements include the accounts of Rallybio Corporation and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report"). Our significant accounting policies are described in Note 2 of the Notes to the consolidated financial statements included in our Annual Report. There have been no new accounting policies, including the adoption of new accounting standards during the three and nine months ended September 30, 2024, unless otherwise noted below, which could be expected to materially impact the Company's unaudited condensed consolidated financial statements.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue when the Company’s customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods and services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The Company evaluates the promised goods or services in these agreements to determine which ones represent distinct performance obligations. These agreements may include the following types of promised goods or services: (i) grants of licenses and related transfer of know-how, (ii) performance of research and development services, and (iii) participation on joint research and/or development committees. They also may include options to obtain further research and development services and licenses to the Company’s intellectual property. The payment terms of these agreements may include nonrefundable upfront fees, payments based upon the achievement of certain milestones, and additional payments based on product sales derived from the collaboration. The Company exercises judgment in assessing those promised goods and services that are distinct and thus representative of performance obligations. To the extent the Company identifies multiple performance obligations in a contract or group of contracts signed together, the Company must develop assumptions that require judgment to determine the estimated standalone selling price for each performance obligation in order to allocate the transaction price among the identified performance obligations. The transaction is allocated on a relative standalone selling price basis. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are reassessed at each reporting period as required. The Company then recognizes revenue in the amount of the transaction price that is allocated to the respective performance obligations when or as the performance obligations are satisfied. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligations and recognizes revenue over the satisfaction of the performance obligations.
Restructuring	Restructuring The Company accounts for restructuring charges in accordance with ASC Subtopic 420-10, Exit or Disposal Cost Obligations. The charges related to the workforce reduction are cash-based expenditures related primarily to severance and benefit payments, with such amounts reflected in the Company's condensed consolidated statements of operations and other comprehensive loss. For further details on the Company’s restructuring activities, please refer to Note 9 to the Company’s unaudited condensed consolidated financial statements contained in this Quarterly Report.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements—In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures. The amendments in ASU 2023-07 apply to public entities, including those with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The new standard should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The guidance should be applied on a prospective basis. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. For all other entities, the standard is effective for annual periods beginning after December 15, 2025. The Company is currently evaluating the impact on its consolidated financial statements.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-17

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-19

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-18

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-18

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-20

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-20

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-20

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-20

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (e)
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483426/235-10-50-4

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

RESTRUCTURING

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

RESTRUCTURING

On February 6, 2024, the Company announced a prioritization of its portfolio and a workforce reduction to focus resources primarily on the continued development of RLYB212.

As part of this effort, the Company eliminated approximately 45% of its positions. As a result of these actions, the Company incurred charges of approximately $3.3 million of which $2.0 million was included in research and development expenses and $1.3 million was included in general and administrative expenses, with such amounts reflected in the condensed consolidated statements of operations and comprehensive loss. The charges related to the workforce reduction are cash-based expenditures related primarily to severance and benefit payments. The Company recognized all such charges during the three months ended March 31, 2024, with such amounts reflected in the condensed consolidated statements of operations and comprehensive loss. The accrued restructuring liability is included in accrued expenses on the condensed consolidated balance sheets as of September 30, 2024. Substantially all restructuring payments are expected to be completed by December 31, 2024.

The following table summarizes the restructuring accrual activity as of September 30, 2024:


(in thousands)	SEPTEMBER 30, 2024
Beginning accrued severance	$	—
Severance incurred during the period	3,279
Severance paid and adjustments made during the period	2,906
	$	373

STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Share-based Compensation


	FOR THE THREE MONTHS ENDED SEPTEMBER 30,				FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(in thousands)	2024		2023		2024		2023
Research and development	$	863	$	1,182	$	2,404	$	3,425
General and administrative	1,164		1,452		3,626		4,946
	$	2,027	$	2,634	$	6,030	$	8,371

Schedule of Stock Option Activity

The following table summarizes stock option activity for the nine months ended September 30, 2024:


Stock Options	Number of Option Shares	Weighted-Average Exercise Price		Weighted-Average Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	4,270,544	$	9.98	8.5	$	—
Granted	1,119,039	$	1.89
Forfeited	(629,829)	$	9.19
Expired	(25,950)	$	12.32
Exercised	—	$	—
Outstanding at September 30, 2024	4,733,804	$	8.16	7.4	$	—
Options exercisable at September 30, 2024	2,551,303	$	10.10	6.4	$	—

Schedule of Assumptions of Fair Value of Option Pricing Granted

The fair value of the stock options granted during the nine months ended September 30, 2024 and 2023 was determined using the Black-Scholes option pricing model with the following assumptions:


	FOR THE NINE MONTHS ENDED SEPTEMBER 30,
	2024	2023
Expected volatility	89.41% - 94.48%	88.38% - 92.27%
Expected term (years)	5.50 - 6.02	5.50 - 6.08
Risk free interest rate	3.93% - 4.35%	3.58% - 4.52%
Expected dividend yield	—	—
Exercise price	$1.86 - $2.40	$5.38 - $7.83

Schedule of Unvested Restricted Common Stock Awards

A summary of the status of the Company's unvested restricted common stock awards at September 30, 2024 and changes during the nine months ended September 30, 2024 was as follows:


Restricted Stock Awards	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested restricted stock awards at December 31, 2023	354,394	$	4.10
Granted	—	$	—
Vested	(248,497)	$	3.36
Forfeited	(18,556)	$	16.03
Outstanding unvested restricted stock awards at September 30, 2024	87,341	$	3.66

Schedule of Unvested Restricted Common Stock Units

A summary of the status of the Company's unvested restricted common stock units at September 30, 2024 and changes during the nine months ended September 30, 2024 was as follows:


Restricted Stock Units	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested restricted stock units at December 31, 2023	220,250	$	8.55
Granted	911,856	$	1.51
Forfeited	(101,340)	$	7.60
Vested	(1,925)	$	7.68
Outstanding unvested restricted stock units at September 30, 2024	1,028,841	$	2.41

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows Used in Operating Activities:
Net loss	$ (46,731)	$ (54,322)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	101	114
Net accretion of discounts/premiums on debt securities	(1,296)	(2,432)
Stock-based compensation	6,030	8,371
Loss on investment in joint venture	1,809	1,428
Changes in operating assets and liabilities:
Prepaid expenses, right-of-use assets and other assets	1,914	(400)
Accounts payable	(393)	(623)
Accrued expenses and operating lease liabilities	(1,951)	(756)
Deferred revenue	1,097	0
Net cash used in operating activities	(39,420)	(48,620)
Cash Flows Provided By (Used In) Investing Activities:
Purchases of marketable securities	(31,609)	(95,675)
Proceeds from maturities of marketable securities	68,674	107,924
Investment in joint venture	(2,000)	(1,500)
Net cash provided by investing activities	35,065	10,749
Cash Flows Provided By (Used In) Financing Activities:
Proceeds from the issuance of common stock from a securities purchase agreement	5,405	0
Proceeds from the issuance of common stock under the stock purchase plan	44	209
Payments of offering costs	(268)	(138)
Net cash provided by financing activities	5,181	71
Net increase (decrease) in cash and cash equivalents	826	(37,800)
Cash and cash equivalents — beginning of period	24,494	56,958
Cash and cash equivalents — end of period	25,320	19,158
Supplemental Disclosures of Noncash Investing Activities:
Property and equipment in accounts payable and accrued expenses	$ 0	$ 12

COLLABORATION AND LICENSE AGREEMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Total revenue		$ 299	$ 0	$ 598	$ 0
Johnson & Johnson \| Securities Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	3,636,363
Sale of stock, price per share (in dollars per share)	$ 1.82
Sale of stock, premium on stock price (as a percent)	10.00%
Gross proceeds	$ 6,600
Allocated amounts	1,200
Johnson & Johnson \| Securities Purchase Agreement \| Fair Value, Nonrecurring
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value	5,400
Johnson & Johnson \| Securities Purchase Agreement \| Measurement Input, Premium
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Allocated amounts	700
Johnson & Johnson \| Securities Purchase Agreement \| Measurement Input, Discount for Lack of Marketability
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Allocated amounts	$ 500
Johnson & Johnson \| Securities Purchase Agreement \| Measurement Input, Price Volatility \| Fair Value, Nonrecurring
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Measurement input	1.132
Johnson & Johnson \| Securities Purchase Agreement \| Measurement Input, Risk Free Interest Rate \| Fair Value, Nonrecurring
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Measurement input	0.0528
Johnson & Johnson \| License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration agreement term	2 years
Upfront payment	$ 500
Maximum aggregate milestone payments	$ 700

STOCKHOLDERS' EQUITY - Schedule of Assumptions of Fair Value of Option Pricing Granted (Details) - Employee Stock Options - 2021 Equity Incentive Plan - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility, minimum	89.41%	88.38%
Expected volatility, maximum	94.48%	92.27%
Risk free interest rate, minimum	3.93%	3.58%
Risk free interest rate, maximum	4.35%	4.52%
Expected dividend yield	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	5 years 6 months	5 years 6 months
Exercise price (in dollars per share)	$ 1.86	$ 5.38
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years 7 days	6 years 29 days
Exercise price (in dollars per share)	$ 2.40	$ 7.83

STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 01, 2024	Jan. 01, 2023	Apr. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2021	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022	Nov. 30, 2022
Class of Stock [Line Items]
Common stock, shares authorized (in shares)				200,000,000		200,000,000				200,000,000
Common stock, shares issued (in shares)				41,487,586		41,487,586				37,829,565
Common stock, shares outstanding (in shares)				41,487,586		41,487,586				37,829,565
Preferred stock, shares authorized (in shares)				50,000,000		50,000,000				50,000,000
Preferred stock, shares outstanding (in shares)				0		0				0
Weighted average grant date fair value (in dollars per share)						$ 1.47	$ 4.93
Unrecognized share-based compensation expense				$ 9,300		$ 9,300
Total unrecognized compensation costs, weighted average period for recognition						2 years 1 month 6 days
Total stock-based compensation				2,027	$ 2,634	$ 6,030	$ 8,371
Restricted Stock Awards
Class of Stock [Line Items]
Total unrecognized compensation costs, weighted average period for recognition						6 months
Unrecognized share-based compensation expense, restricted stock awards				300		$ 300
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Total unrecognized compensation costs, weighted average period for recognition						1 year 8 months 12 days
Unrecognized share-based compensation expense, restricted stock units				$ 1,400		$ 1,400
2021 Equity Incentive Plan
Class of Stock [Line Items]
Common stock issuable (in shares)				8,683,135		8,683,135		5,440,344
Percentage of number of shares of common stock outstanding								5.00%
Additional shares authorized (in shares)	1,891,478	1,891,868
Shares available for future issuance (in shares)				2,920,490		2,920,490
2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Percentage of number of shares of common stock outstanding								1.00%
Additional shares authorized (in shares)	0	378,373
Shares available for future issuance (in shares)				834,589		834,589
Common stock issuable (in shares)								291,324
Common stock shares outstanding (in shares)				582,648		582,648
Share-based compensation arrangement by share-based payment award, purchase price of common stock (as a percent)						85.00%
Total stock-based compensation				$ 10	$ 33	$ 64	$ 155
Pre-Funded Warrants \| Follow on Offering
Class of Stock [Line Items]
Number of securities called by warrants or rights (in shares)				3,333,388	3,333,388	3,333,388	3,333,388						3,333,388
Offering price (in dollars per share)													$ 5.9999
Pre-funded warrants exercise price (in dollars per share)													$ 0.0001
Exceed limit percentage with exercise to aggregate share of common stock beneficially owned (as a percent)						9.99%
Days of notice						61 days
Percentage of common stock beneficially owned not exceed (as a percent)						19.99%
COMMON
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)				41,487,586	37,800,856	41,487,586	37,800,856		41,487,586	37,829,565	37,790,856	37,837,369
Shares issued (in shares)						38,289	43,423
COMMON \| 2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Shares issued (in shares)						38,289	43,423
Johnson & Johnson \| Securities Purchase Agreement
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)			3,636,363
Sale of stock, price per share (in dollars per share)			$ 1.82
Sale of stock, premium on stock price (as a percent)			10.00%
Gross proceeds			$ 6,600

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 25,320	$ 24,494
Marketable securities	49,819	85,435
Prepaid expenses and other current assets	3,091	4,860
Total current assets	78,230	114,789
Property and equipment, net	145	246
Operating lease right-of-use assets	201	346
Investment in joint venture	431	239
Total assets	79,007	115,620
Current liabilities:
Accounts payable	583	976
Accrued expenses	6,279	8,068
Operating lease liabilities	230	219
Deferred revenue	1,097	0
Total current liabilities	8,189	9,263
Operating lease liabilities, noncurrent	0	173
Total liabilities	8,189	9,436
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock, $0.0001 par value per share; 200,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; and 41,487,586 and 37,829,565 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	4	4
Preferred stock, $0.0001 par value per share; 50,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; no shares issued or outstanding as of September 30, 2024 and December 31, 2023, respectively	0	0
Additional paid-in capital	352,621	341,410
Accumulated other comprehensive loss	169	15
Accumulated deficit	(281,976)	(235,245)
Total stockholders' equity	70,818	106,184
Total liabilities and stockholders' equity	$ 79,007	$ 115,620

RESTRUCTURING - Narrative (Details) - USD ($) $ in Millions	Feb. 06, 2024	Mar. 31, 2024
Restructuring Cost and Reserve [Line Items]
Positions eliminated (as a percent)	45.00%
Expected restructuring cost		$ 3.3
Research and development
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost		2.0
General and administrative
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost		$ 1.3

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

STOCKHOLDERS' EQUITY - Schedule of Unvested Restricted Common Stock Units (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Shares
Outstanding, beginning balance (in shares) \| shares	220,250
Granted (in shares) \| shares	911,856
Forfeited (in shares) \| shares	(101,340)
Vested (in shares) \| shares	(1,925)
Outstanding, ending balance (in shares) \| shares	1,028,841
Weighted-Average Grant Date Fair Value Per Share
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 8.55
Granted (in dollars per share) \| $ / shares	1.51
Forfeited (in dollars per share) \| $ / shares	7.60
Vested (in dollars per share) \| $ / shares	7.68
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 2.41

INVESTMENT IN JOINT VENTURE	9 Months Ended
INVESTMENT IN JOINT VENTURE	Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]
INVESTMENT IN JOINT VENTURE	INVESTMENT IN JOINT VENTURE The Company, through one of its wholly-owned subsidiaries, has a 50% interest of the joint venture entity, RE Ventures I, LLC, a limited liability company (“REV-I”). For the three months ended September 30, 2024 and 2023, the Company funded $0.5 million and $0.8 million, respectively, associated with the Company's commitment and its share of REV-I development. For the nine months ended September 30, 2024 and 2023, the Company funded $2.0 million and $1.5 million, respectively, associated with the Company's commitment and its share of REV-I development. The Company did not provide any additional financial support outside of capital contributions to REV-I during the three and nine months ended September 30, 2024 and 2023. While the Company held a 50% interest in the joint venture as of September 30, 2024, based on management’s analysis, the Company is not the primary beneficiary of REV-I and accordingly, the entity is not consolidated in the Company's condensed consolidated financial statements. For the three and nine months ended September 30, 2024, the Company recorded its allocable share of REV-I’s losses, which totaled $0.6 million and $1.8 million, respectively. For the three and nine months ended September 30, 2023, the Company recorded its allocable share of REV-I's losses which totaled $0.6 million and $1.4 million, respectively. These losses were recorded as a loss on investment in joint venture within the condensed consolidated statements of operations and comprehensive loss. After recognition of its share of losses for the period, the carrying value and maximum exposure to risk of the REV-I investment as of September 30, 2024 and December 31, 2023 was $0.4 million and $0.2 million, respectively, which was recorded in investment in joint venture in the accompanying condensed consolidated balance sheets.

BUSINESS AND LIQUIDITY (Details) $ in Millions	Sep. 30, 2024 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash, cash equivalents and marketable securities	$ 75.1

INVESTMENT IN JOINT VENTURE (Details) - USD ($)	3 Months Ended		9 Months Ended
INVESTMENT IN JOINT VENTURE (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Investment in joint venture			$ 2,000,000	$ 1,500,000
Allocable share of losses recorded	$ (637,000)	$ (648,000)	(1,809,000)	(1,428,000)
Investment in joint venture	431,000		$ 431,000		$ 239,000
RE Ventures I, LLC
Schedule of Equity Method Investments [Line Items]
Interest of joint venture entity (as a percent)			50.00%
Investment in joint venture	500,000	800,000	$ 2,000,000.0	1,500,000
Additional financial support outside of capital contribution	0	0	0	0
Allocable share of losses recorded	600,000	$ 600,000	1,800,000	$ 1,400,000
Investment in joint venture	$ 400,000		$ 400,000		$ 200,000

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Termination charges	$ 0	$ 0

BUSINESS AND LIQUIDITY	9 Months Ended
BUSINESS AND LIQUIDITY	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS AND LIQUIDITY	BUSINESS AND LIQUIDITY Rallybio Corporation and subsidiaries ("Rallybio", the "Company", "we", "our", or "us") is a clinical-stage biotechnology company comprised of experienced biopharma industry leaders with extensive research, development, and rare disease expertise with a mission to develop and commercialize life-transforming therapies for patients with severe and rare diseases. Since our launch in January 2018, we have built a broad pipeline of promising product candidates aimed at addressing diseases with unmet medical need in the areas of maternal fetal health, complement dysregulation, hematology, and metabolic disorders. Our two most advanced programs are in clinical development: RLYB212, an anti-HPA-1a antibody for the prevention of fetal and neonatal alloimmune thrombocytopenia (“FNAIT”) and RLYB116, an inhibitor of complement component 5 (“C5”), with the potential to treat several diseases of complement dysregulation. Both programs have completed Phase 1 clinical studies, and we currently plan to initiate a Phase 2 clinical trial of RLYB212 in the fourth quarter of 2024. The Company had cash, cash equivalents and marketable securities of $75.1 million as of September 30, 2024. The Company currently expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital requirements for more than 12 months from the date these unaudited condensed consolidated financial statements are issued. However, the Company does not anticipate that its current cash, cash equivalents and marketable securities as of September 30, 2024 will be sufficient to fund any of its product candidates through regulatory approval, and it will need to raise substantial additional capital to complete the development and commercialization of its product candidates, if approved. We may satisfy our future cash needs through the sale of equity securities, debt financings, corporate collaborations or license agreements, working capital lines of credit, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources.

RESTRUCTURING (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table summarizes the restructuring accrual activity as of September 30, 2024:


(in thousands)	SEPTEMBER 30, 2024
Beginning accrued severance	$	—
Severance incurred during the period	3,279
Severance paid and adjustments made during the period	2,906
	$	373

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

MARKETABLE SECURITIES - Schedule of Fair Values of Available-for-Sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Due in one year or less	$ 62,297	$ 98,110
Due after one year through two years	6,401	3,853
Total available-for-sale debt securities by contractual maturity	$ 68,698	$ 101,963

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	COMMON	ADDITIONAL PAID-IN CAPITAL	ACCUMULATED DEFICIT	ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS)
Beginning balance (in shares) at Dec. 31, 2022		37,837,369
Beginning balance at Dec. 31, 2022	$ 169,317	$ 4	$ 330,208	$ (160,681)	$ (214)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	8,371		8,371
Issuance of common stock from the stock purchase plan (in shares)		43,423
Issuance of common stock under the stock purchase plan	209		209
Issuance of common stock under the stock award plan (in shares)		11,219
Forfeiture of restricted common stock (in shares)		(91,155)
Net loss	(54,322)			(54,322)
Other comprehensive gain	6				6
Ending balance (in shares) at Sep. 30, 2023		37,800,856
Ending balance at Sep. 30, 2023	123,581	$ 4	338,788	(215,003)	(208)
Beginning balance (in shares) at Jun. 30, 2023		37,790,856
Beginning balance at Jun. 30, 2023	139,257	$ 4	336,154	(196,629)	(272)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	2,634		2,634
Issuance of common stock under the stock award plan (in shares)		10,000
Net loss	(18,374)			(18,374)
Other comprehensive gain	64				64
Ending balance (in shares) at Sep. 30, 2023		37,800,856
Ending balance at Sep. 30, 2023	$ 123,581	$ 4	338,788	(215,003)	(208)
Beginning balance (in shares) at Dec. 31, 2023	37,829,565	37,829,565
Beginning balance at Dec. 31, 2023	$ 106,184	$ 4	341,410	(235,245)	15
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	6,030		6,030
Issuance of common stock upon completion of a securities purchase agreement, net of offering costs (in shares)		3,636,363
Issuance of common stock upon completion of a securities purchase agreement, net of offering costs	5,137		5,137
Issuance of common stock from the stock purchase plan (in shares)		38,289
Issuance of common stock under the stock purchase plan	44		44
Issuance of common stock under the stock award plan (in shares)		1,925
Issuance of common stock under the stock award plan	0		0
Forfeiture of restricted common stock (in shares)		(18,556)
Net loss	(46,731)			(46,731)
Other comprehensive gain	$ 154				154
Ending balance (in shares) at Sep. 30, 2024	41,487,586	41,487,586
Ending balance at Sep. 30, 2024	$ 70,818	$ 4	352,621	(281,976)	169
Beginning balance (in shares) at Jun. 30, 2024		41,487,586
Beginning balance at Jun. 30, 2024	80,017	$ 4	350,594	(270,510)	(71)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	2,027		2,027
Net loss	(11,466)			(11,466)
Other comprehensive gain	$ 240				240
Ending balance (in shares) at Sep. 30, 2024	41,487,586	41,487,586
Ending balance at Sep. 30, 2024	$ 70,818	$ 4	$ 352,621	$ (281,976)	$ 169

MARKETABLE SECURITIES

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

MARKETABLE SECURITIES


		SEPTEMBER 30, 2024
(in thousands)	Fair Value Hierarchy Level	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value
Money market funds	Level 1	$	18,879	$	—	$	—	$	18,879
U.S. treasury securities	Level 1	29,696		104		—		29,800
U.S. government agency securities	Level 2	19,954		66		(1)		20,019
		$	68,529	$	170	$	(1)	$	68,698


		DECEMBER 31, 2023
(in thousands)	Fair Value Hierarchy Level	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value
Money market funds	Level 1	$	14,538	$	—	$	—	$	14,538
U.S. treasury securities	Level 1	35,976		48		(6)		36,018
U.S. government agency securities	Level 2	51,434		31		(58)		51,407
		$	101,948	$	79	$	(64)	$	101,963

The fair values of marketable securities by classification in the condensed consolidated balance sheets was as follows as of September 30, 2024 and December 31, 2023:


(in thousands)	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Cash and cash equivalents	$	18,879	$	16,528
Marketable securities	49,819		85,435
	$	68,698	$	101,963

The fair values of available-for-sale debt securities as of September 30, 2024 and December 31, 2023, by contractual maturity, are summarized as follows:


(in thousands)	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Due in one year or less	$	62,297	$	98,110
Due after one year through two years	6,401		3,853
	$	68,698	$	101,963

The aggregate fair value of available-for-sale debt securities in an unrealized loss position as of September 30, 2024 and December 31, 2023 was $2.0 million and $40.0 million, respectively. As of September 30, 2024, we did not have any investments in a continuous unrealized loss position for more than twelve months. As of September 30, 2024, we believe that the cost basis of our available-for-sale debt securities is recoverable. No allowance for credit losses was recorded as of September 30, 2024 and December 31, 2023.

COLLABORATION AND LICENSE AGREEMENTS	9 Months Ended
COLLABORATION AND LICENSE AGREEMENTS	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
COLLABORATION AND LICENSE AGREEMENTS	COLLABORATION AND LICENSE AGREEMENTS In April 2024, the Company entered into a two-year collaboration agreement (the "Collaboration Agreement") with Johnson & Johnson, through its wholly-owned subsidiary, Momenta Pharmaceuticals, Inc. (“J&J”) to facilitate the advancement of research into products to address unmet needs relating to FNAIT. The Company has an ongoing multinational FNAIT natural history study to determine the frequency of women at higher FNAIT risk among pregnant women of different racial and ethnic characteristics, as well as the frequency of HPA-1a alloimmunization and pregnancy outcomes among these women. In this study, participants are screened to determine whether they are HPA-1a negative, positive for HLA-DRB3*01:01 and for the absence of HPA-1a alloantibodies. Subject to the results of the initial screenings, a final screening may be conducted to detect whether the fetus is HPA-1a positive. The FNAIT natural history study is expected to screen up to 30,000 pregnant women of different racial and ethnic characteristics in North America and Europe. In addition, the Company is a sponsor of a planned Phase 2 FNAIT clinical trial that will include collection of certain natural history data. Pursuant to the Collaboration Agreement, the Company received an upfront payment of $0.5 million from J&J for the information dissemination and data provision services under the agreement. In addition, the Company is eligible for payments upon the achievement of certain enrollment-related events, totaling up to $0.7 million. The Company is also eligible to receive additional payments upon certain triggers related to the companies' FNAIT studies. The Company evaluated the agreement and determined it was within the scope of ASC 606. The Company determined there were performance obligations as follows: (1) Data collection & submission revenue – derived from Rallybio’s ongoing management of the studies including the maintenance of a minimum site footprint, the license to utilize, and timely, semi-annual submission of the anonymized data, in the required formats. (2) Dissemination of J&J materials & participant revenue – derived from Rallybio’s dissemination of content, information or materials related to the J&J-Sponsored Studies that are developed by J&J and are provided by Rallybio for the purpose of disseminating such content, information, or materials to staff at Rallybio study sites to provide to potential eligible participants regarding J&J’s independent study. In April 2024, the Company also entered into a Securities Purchase Agreement with JJDC. Under the terms of the Securities Purchase Agreement, JJDC made an equity investment purchasing 3,636,363 shares of common stock with a par value of $0.0001 per share for a share purchase price of $1.82 per share which includes a 10% premium for an aggregate purchase price of $6.6 million. The Securities Purchase Agreement contains provisions related to the registration of the shares and the restriction on the sale or transfer of the shares for a period of time. The Company determined the Collaboration Agreement and Securities Purchase Agreement represented combined agreements. In accordance with ASC 606 and ASC Topic 820, Fair Value Measurement (“ASC 820”), total consideration of $1.2 million for the shares of common stock from the Securities Purchase Agreement, which represents the premium of $0.7 million and discount for lack of marketability of $0.5 million, has been allocated to revenue and will be recognized over the two year expected performance period. The Company valued the common stock issued to JJDC, in connection with the Securities Purchase Agreement at fair value. The resulting fair value of $5.4 million was determined by applying the discount due to lack of marketability during the registration and lock-up period to the public trading price of the common stock, which is a Level 1 input, on the date of sale. The Company determined the value of the lack of marketability during the registration and lock-up period by utilizing put option models, which are considered Level 3 inputs. Such option models included the Company’s historical volatility of 113.2% and the risk-free rate of 5.28% based on U.S. Treasury bond rates, as key inputs. The Company recognized $0.3 million and $0.6 million, respectively, in revenue during the three and nine months ended September 30, 2024, related to data collection and data submission with the identified performance obligations, and the premium and discount allocated to revenue from the sale of the common stock to JJDC. The remaining revenue is included in deferred revenue as of September 30, 2024, and will be recognized as the performance obligations are satisfied. The Company determined that the Collaboration Agreement is not in the scope of ASC 808,Collaborative Arrangements.

BALANCE SHEET COMPONENTS

9 Months Ended

Sep. 30, 2024

Balance Sheet Related Disclosures [Abstract]

BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets —

Prepaid expenses and other current assets consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Research and development	$	446	$	2,067
Insurance	608		446
Other prepaids	286		293
Other current assets	1,751		2,054
	$	3,091	$	4,860

Accrued Expenses—

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	SEPTEMBER 30, 2024		DECEMBER 31, 2023
Research and development	$	3,218	$	4,123
Compensation and related expenses	2,420		3,166
Professional fees	430		332
Other accrued expenses	211		447
	$	6,279	$	8,068