Rallybio Corp

EX-99.1 · d19106dex991.htm

EX-99.1
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 d19106dex991.htm
 EX-99.1

 Exhibit 99.1

 Rallybio Corporation and Avenzo Therapeutics Announce Merger Agreement to Advance Next-Generation Oncology
Therapies and $215 Million Concurrent Private Placement
 Combined company to operate as Avenzo Therapeutics, advancing a leading
portfolio of next-generation oncology therapies, including small molecules and antibody-drug conjugates
 Concurrent oversubscribed
private placement financing of $215 million with participation from leading syndicate of healthcare institutional investors and mutual funds

 Private placement financing expected to fund operations into late 2028, and support advancement through multiple clinical milestones

 Companies to hold joint conference call on Monday, June 1, 2026 at 8:30 a.m. ET

 NEW HAVEN, Conn. & SAN DIEGO, Calif. – June 1, 2026 – Rallybio Corporation (Nasdaq: RLYB) (“Rallybio”)
and Avenzo Therapeutics, Inc. (“Avenzo”), a clinical-stage biotechnology company developing next-generation oncology therapies, today announced that they have entered into a definitive agreement pursuant to which Rallybio will
acquire Avenzo through a merger transaction (the “Merger”). Upon completion of the Merger, the combined company is expected to operate under the name Avenzo Therapeutics, Inc. and is expected to trade on Nasdaq under the ticker symbol
“AVZO”.
 In connection with the Merger, Avenzo entered into subscription agreements for a concurrent oversubscribed private placement
financing of $215 million in gross proceeds (the “Financing” and, together with the Merger, the “Transaction”). The Financing included participation from new investors including a leading mutual fund, Blackstone
Multi-Asset Investing, accounts advised by T. Rowe Price Investment Management, Inc., a leading life sciences fund, Vivo Capital, Affinity Asset Advisors, ADAR1 Capital Management, and existing investors including OrbiMed, SR One, Foresite Capital,
Surveyor Capital (a Citadel company), Longwood Fund, New Enterprise Associates, Deep Track Capital, Sands Capital, Lilly Asia Ventures , Sofinnova Investments, and other institutional investors. The combined company expects its cash
balance at closing to fund operations into late 2028 and support advancement of its four clinical-stage programs through multiple clinical milestones, including updated Phase 1 data across the pipeline, initial clinical data for the combination of AVZO-023 and AVZO-021 with fulvestrant, and the initiation of multiple Phase 2 studies across the pipeline.

 The Transaction has been unanimously approved by the boards of directors of both companies and is expected
to close in Q4 2026, subject to certain closing conditions, including the approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) to
register the shares of Rallybio common stock to be issued in connection with the Transaction, and the satisfaction of other customary closing conditions. Rallybio intends to distribute substantially all of its
 pre-closing net cash to its pre-closing stockholders in connection with the Transaction. Accordingly, following closing,
 pre-Transaction Rallybio equityholders are expected to own approximately 2.8% of the combined company, and pre-Transaction Avenzo equityholders (inclusive of investors
participating in the Financing) are expected to own approximately 97.2% of the combined company, calculated on a treasury stock method basis and assuming Rallybio has no net cash at closing (as a result of the distribution of its pre-closing net cash). In addition, pre-closing Rallybio stockholders will receive contingent value rights (“CVRs”) entitling them to the net cash proceeds
received by the combined company from the previously announced sale of interests in Rallybio’s former REV102 program and potential disposition of Rallybio’s other legacy assets.

 Transaction Highlights

 •

 Pipeline of Four Next-Generation Clinical Stage Oncology Programs: Avenzo has built a portfolio of
potentially differentiated targeted small molecules and antibody-drug conjugates (“ADCs”) for various solid tumor indications with significant commercial potential. Avenzo is currently conducting four ongoing U.S.-based studies
evaluating its four clinical stage drug candidates:

 •

 Selective CDK portfolio: AVZO-021 and AVZO-023 are selective inhibitors of CDK2 and CDK4, respectively, designed to address the key limitations of approved CDK4/6 inhibitors in hormone receptor-positive (“HR+”)/human epidermal growth factor
receptor 2-negative (“HER2-”) breast cancer. AVZO-021 has been studied in 64 total patients as monotherapy and in combination with fulvestrant in a Phase 1
study, demonstrating clinical activity in heavily pretreated patients with HR+/HER2- breast cancer and a generally well tolerated safety profile. Avenzo plans to present updated safety and efficacy results from the Phase 1 portion of the Phase 1/2
study later today at the 2026 American Society of Clinical Oncology (ASCO) Annual Meeting. AVZO-021 and AVZO-023 are being studied in the Phase 1 portion of the ongoing ORION-1 Phase 1/2 study in HR+/HER2- breast cancer, where AVZO-023 is administered in combination with endocrine therapy, with or without
 AVZO-021. Avenzo plans to present preliminary, updated data of AVZO-023 in combination with fulvestrant from the Phase 1 portion of the
 ORION-1 study in late 2026.

 •

 Bispecific ADC portfolio: AVZO-1418, a bispecific ADC targeting EGFR and HER3, has been studied in
over 30 patients across multiple solid tumors in the Phase 1 portion of the ongoing AVENTINE-1 Phase 1/2 study, with clinical activity observed across multiple dose levels and solid tumor indications. AVZO-103, a bispecific ADC targeting Nectin4 and TROP2, is currently being evaluated as monotherapy in multiple tumor types, including urothelial cancer, in the Phase 1 portion of the ongoing BEACON-1 Phase 1/2 study. Avenzo plans to present preliminary, updated data from the Phase 1 portion of the AVENTINE-1 study and initial data from the Phase 1 portion of the BEACON-1 study in late 2026.

 •

 Experienced leadership team: The combined company will be led by Dr. Athena Countouriotis,
Chair, President and Chief Executive Officer (“CEO”) of Avenzo, with Dr. Mohammad Hirmand, Co-founder and Chief Medical Officer of Avenzo, and an experienced management team that brings deep
expertise in oncology drug development.

 •

 Strong capital foundation: Pro-forma cash at closing is
expected to fund the combined company through multiple anticipated clinical milestones in 2027 and 2028.

 “This transaction
represents a turning point for Avenzo as we transition to a public company and advance our four potentially differentiated, clinical stage programs for patients with cancer,” said Athena Countouriotis, M.D., Chair, President, and CEO of
Avenzo. “By combining with Rallybio and securing $215 million in additional capital from a distinguished group of healthcare investors, we believe that we have the resources to advance our pipeline beyond multiple potential data read
outs.”
 “We are pleased to announce this transaction with Avenzo, which represents a compelling opportunity for Rallybio stockholders to
participate in the development of a portfolio of potentially differentiated oncology therapies,” said Stephen Uden, M.D., Co-Founder and CEO of Rallybio. “Rallybio’s Board of Directors and
management team are supportive of this transaction and believe the combined company is well positioned to execute on the development of its pipeline under Avenzo’s leadership.”

 About the Proposed Transaction
 Under the terms of the
merger agreement, Rallybio will acquire Avenzo pursuant to the Merger. At the closing of the Merger, Avenzo stockholders will receive newly issued shares of Rallybio common stock, with the exchange ratio to be determined based on the relative
valuations of the two companies at closing. Immediately following the closing of the Merger, the combined company will change its name to Avenzo Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “AVZO”.

 In connection with the Transaction, a syndicate of leading healthcare institutional investors and mutual funds has committed to invest $215 million in
the Financing. The Financing is expected to close immediately prior to the Merger. In connection with the Transaction, certain stockholders of Avenzo and Rallybio have executed support agreements, pursuant to which they have agreed to vote all their
shares of capital stock in favor of the Transaction.

 Leerink Partners is serving as exclusive financial advisor, and Cooley LLP is serving as legal counsel to
Avenzo. Evercore is serving as lead financial advisor, Citizens Capital Markets & Advisory is serving as co-financial advisor, and Ropes & Gray LLP is serving as legal counsel to Rallybio.
Leerink Partners, Goldman Sachs & Co. LLC, Piper Sandler, and Guggenheim Securities are serving as placement agents for the Financing. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to the placement
agents.
 Conference Call Information
 Rallybio and
Avenzo will host a joint conference call and webcast on June 1, 2026 at 8:30 a.m. ET. Please access the presentation by clicking on the following link: https://edge.media-server.com/mmc/p/5g9r8mq9

 About Avenzo Therapeutics
 Avenzo Therapeutics is
a clinical-stage biotechnology company focused on developing next-generation oncology therapies for patients. Avenzo’s pipeline includes potentially differentiated small molecules and antibody-drug conjugates (“ADCs”).
Avenzo’s small molecule inhibitors, AVZO-021 and AVZO-023, are novel, highly potent and selective inhibitors of CDK2 and CDK4, respectively, which are key enzymes
involved in cell cycle regulation. AVZO-021 is being studied in a Phase 1/2 study for the treatment of advanced solid tumors and in combinations in HR+/HER2- metastatic breast cancer. AVZO-021 and AVZO-023 are being studied in the ORION-1 Phase 1/2 study for the treatment of HR+/HER2- metastatic breast cancer, where AVZO-023 is administered in combination with endocrine therapy, with or without AVZO-021. Avenzo’s first ADC drug candidate, AVZO-1418, is a potentially differentiated
EGFR/HER3 bispecific ADC that is being studied in the AVENTINE-1 Phase 1/2 study for the treatment of advanced solid tumors. Avenzo’s second ADC drug candidate,
 AVZO-103, is a potentially differentiated Nectin4/TROP2 bispecific ADC that is being studied in the BEACON-1 Phase 1/2 study for the treatment of advanced solid tumors.
Avenzo is headquartered in San Diego, California. For more information, visit us at www.avenzotx.com or on LinkedIn.
 References
and links to websites in this press release have been provided for convenience, and the information contained on any such website is not a part of, or incorporated by reference into, this press release. The companies are not responsible for the
contents of third-party websites.
 About Rallybio

 Rallybio (NASDAQ: RLYB) is a clinical-stage biotechnology company with a mission to develop and commercialize life-transforming therapies for patients
with severe and rare diseases. Rallybio has built a pipeline of promising product candidates aimed at addressing diseases with unmet medical need in areas of complement dysregulation and hematology. Rallybio’s lead program, RLYB116,
is a differentiated C5 inhibitor with

the potential to treat diseases of complement dysregulation, with an initial focus on immune platelet transfusion refractoriness and refractory antiphospholipid syndrome. Rallybio’s
pipeline also includes RLYB332, a preclinical long-acting anti-matriptase-2 antibody for the treatment of diseases associated with iron overload. Rallybio is headquartered in New
Haven, Connecticut. For more information, please visit www.Rallybio.com .
 Forward-Looking Statements

 This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements regarding the structure, timing and completion of the proposed Merger; the combined company’s listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership
structure of the combined company; the expected management team of the combined company; expectations regarding the structure, timing and completion of the Financing, including investment amounts from investors, expected proceeds and use thereof,
and impact on ownership structure; the combined company’s expected cash position at closing of the proposed Merger and the combined company’s cash runway following the proposed the Transaction, including its ability advance through
multiple clinical milestones; the future operations and potential success of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of
the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for commencing clinical trials and announcing data and other clinical results; the potential of Rallybio
stockholders to receive cash distributions and consideration pursuant to the CVRs; and other statements that are not historical fact. These forward-looking statements are made as of the date they were first issued, and were based on the then-current
expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. There can be no assurance that future developments affecting Rallybio, Avenzo or the proposed Transaction herein will be those that have been
anticipated.
 Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are
beyond Rallybio’s and Avenzo’s control. Rallybio’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that
the conditions to closing of the proposed Merger are not satisfied, including the failure to timely obtain stockholder approval for the merger agreement and the transactions contemplated thereby, if at all; (ii) uncertainties as to the timing
of the consummation of the proposed Merger and the ability of each of Rallybio and Avenzo to consummate the proposed Merger; (iii) risks related to Rallybio’s ability to manage its operating expenses and its expenses associated with the
proposed Merger pending closing; (iv) risks related to the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the proposed Merger; (v) the risk that as a result of
adjustments to the exchange ratio, Rallybio’s stockholders

and Avenzo’s stockholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of Rallybio’s common stock relative
to the value suggested by the exchange ratio; (vii) unexpected costs, charges or expenses resulting from the proposed Transaction; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed Merger; (ix) the uncertainties associated with Avenzo’s product candidates, as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in
the commencement, enrollment and completion of clinical trials; (x) risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs;
(xi) uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; (xii) risks related to the failure to realize any value from product candidates and preclinical programs
being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; (xiii) risks associated with the possible failure to realize certain anticipated
benefits of the proposed Merger, including with respect to future financial and operating results; (xiv) the risk that the Financing is not consummated; (xv) the potential for the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger agreement and any agreements entered into in connection therewith; and (xvi) the possibility that holders of CVRs may never receive any proceeds therefrom. Actual results and the
timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC,
including the factors described in the section titled “Risk Factors” in Rallybio’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each filed with the SEC, and in other filings that Rallybio makes and will make with the SEC in connection with the proposed merger, including the Proxy
Statement described below under “Additional Information and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the
forward-looking statements. Rallybio expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or
any change in events, conditions or circumstances on which any such statements are based. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Rallybio or Avenzo.

 Participants in the Solicitation
 This communication
relates to the proposed Transaction involving Rallybio and Avenzo and may be deemed to be solicitation material in respect of the proposed Transaction. In connection with the proposed Transaction, Rallybio will file relevant materials with the SEC,
including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”)
and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Rallybio

may file with the SEC and or send to Rallybio’s stockholders in connection with the proposed Merger. Rallybio, Avenzo, and their respective directors and certain of their executive officers
may be considered participants in the solicitation of proxies from Rallybio’s stockholders with respect to the proposed Merger under the rules of the SEC. Information about the directors and executive officers of Rallybio is set forth in
Rallybio’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 16, 2026, and in subsequent documents filed with the SEC. Additional
information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the
 Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described below. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF RALLYBIO ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RALLYBIO, THE PROPOSED MERGER AND RELATED MATTERS.
 No Offer or Solicitation

 This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with
respect to the proposed transactions herein or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
 Additional Information and Where to Find It

 Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and
other documents filed by Rallybio with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by Rallybio with the SEC will also be available free of charge on Rallybio’s website at
investors.rallybio.com, or by contacting Rallybio’s Investor Relations at investors@rallybio.com.
 Avenzo Therapeutics Contact :

 Carla Taub
 Media Relations

 ctaub@avenzotx.com

 Rallybio Investor and Media Relations:

 Samantha Tracy
 Rallybio Corporation

 (475) 47-RALLY (Ext. 282)

 investors@rallybio.com

EX-99.2 · d19106dex992.htm

EX-99.2
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 d19106dex992.htm
 EX-99.2

 Exhibit 99.2 Avenzo Therapeutics Transaction and Company Overview June
1, 2026 1

 Disclaimer This presentation and the accompanying slides and oral
commentary (this “Presentation”), which have been prepared by Avenzo Therapeutics, Inc. (the “Company” or “Avenzo”), are being delivered and/or presented to a limited number of parties for discussion purposes
only, and shall not form the basis for or be relied on in connection with any contract or binding commitment whatsoever. Each recipient agrees (i) to maintain the strict confidentiality of all information that is contained in this Presentation and
not already in the public domain and not to photocopy, reproduce or distribute such information in whole or in part to any other persons at any time without the prior written consent of the Company, and (ii) to use this Presentation for information
purposes only and not as the basis for any investment decision with respect to the Company. This Presentation has been prepared by the Company based on information and data which the Company considers reliable, but no reliance shall be placed on,
and no representation or warranty, express or implied, whatsoever is or will be given by the Company or any of its affiliates, directors, officers, employees or advisers or any other person as to the truth, accuracy, completeness, fairness and
reasonableness of the contents of this Presentation. This Presentation may not be all inclusive and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to the Company. The
recipient agrees and acknowledges that (i) this Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice, and (ii) the information contained in this
Presentation is subject to change, and any such changes may be material. Any liability in respect of the contents of or any omission from this Presentation is expressly excluded. This Presentation contains forward-looking statements. Such statements
include, but are not limited to, statements regarding our research, preclinical and clinical development activities, plans and projected timelines for our product candidates, plans regarding regulatory filings, our expectations regarding the
relative benefits of our product candidates versus competitive therapies, our expectations regarding the therapeutic and commercial potential of our product candidates, our expectations regarding the completion of the proposed financing and
anticipated use of proceeds from the proposed financing. The words “believe,” “may,” “should,” “will,” “estimate,” “promise,” “plan,” “continue,”
“anticipate,” “intend,” “expect,” “potential” and similar expressions (including the negative thereof) are intended to identify forward-looking statements. Because such statements are subject to risks
and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Risks that contribute to the uncertain nature of the forward-looking statements include: our preclinical studies and clinical
trials may not be successful; the U.S. Food and Drug Administration may not agree with our interpretation of the data from clinical trials of our product candidates; we may experience delays in the commencement, enrollment, completion or analysis of
clinical testing for our product candidates, or in the reporting of data from such clinical testing; significant issues regarding the adequacy of our clinical trial designs or the execution of our clinical trials may arise, which could result in
increased costs and delays, or limit our ability to obtain regulatory approval; our product candidates may not receive regulatory approval or be successfully commercialized; unexpected adverse side effects or inadequate therapeutic efficacy of our
product candidates could delay or prevent regulatory approval or commercialization; and we may not be able to obtain additional financing. Additional risks and uncertainties may emerge from time to time, and it is not possible for Avenzo's
management to predict all risks and uncertainties. All forward-looking statements contained in this Presentation speak only as of the date on which they were made. We undertake no obligation to update such statements to reflect events that occur or
circumstances that exist after the date on which they were made. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some
of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM or © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the
owners to these trademarks, service marks, trade names and copyrights. Any securities of the Company to be offered in any transaction contemplated hereby have not been and will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any applicable state or foreign securities laws. Any securities to be offered in any transaction contemplated hereby have not been approved or disapproved by the Securities and Exchange Commission, any state
securities commission or other United States or foreign regulatory authority, and will be offered and sold solely in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act and rules and
regulations promulgated thereunder (including Regulation D) or Regulation S under the Securities Act. This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities, in any state or other jurisdiction to any person to whom it is unlawful, prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom, to make such offer or solicitation in such
state or jurisdiction. No commitments to invest in the Company will be accepted, and no money is being solicited or will be accepted at this time. This Presentation is being distributed solely for the consideration of sophisticated prospective
purchasers who are institutional accredited investors with sufficient knowledge and experience in investment, financial and business matters and the capability to conduct their own due diligence investigation and evaluation in connection with a
potential transaction. This Presentation does not purport to summarize all of the conditions, risks and other attributes of an investment in the Company. Information contained herein will be superseded by, and is qualified in its entirety by
reference to, any other information that is made available to you in connection with your investigation of the Company. Each prospective purchaser is invited to meet with a representative of the Company and to discuss with, ask questions of, and
receive answers from, such representative concerning the Company and the terms and conditions of any potential transaction. The Company is free to conduct the process for any transaction as they in their sole discretion determine (including, without
limitation, negotiating with any prospective investors and entering into an agreement with respect to any transaction without prior notice to you or any other person), and any procedures relating to such transaction may be changed at any time
without notice to you or any other person. Any indication of interest from prospective purchasers in response to this Presentation involves no obligation or commitment of any kind. This Presentation should not be distributed to any person other than
the addressee to whom it was initially distributed. 2

 Transaction Highlights • Rallybio to acquire 100% of Avenzo equity
interests in reverse-triangular merger with Avenzo surviving the merger as a wholly owned subsidiary of Rallybio TRANSACTION • Rallybio will distribute all legacy net cash STRUCTURE • Post-closing, Rallybio Corporation will be renamed
Avenzo Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “AVZO” • In connection with the merger, Avenzo entered into subscription agreements for a concurrent oversubscribed private financing of $215 million in gross
proceeds • The financing included participation from new investors including a leading mutual fund, Blackstone Multi-Asset FINANCING Investing, accounts advised by T. Rowe Price Investment Management, Inc., a leading life sciences fund, Vivo
Capital, Affinity Asset Advisors, ADAR1 Capital Management, and existing investors including OrbiMed, SR One, Foresite Capital, Surveyor Capital (a Citadel company), Longwood Fund, New Enterprise Associates, Deep Track Capital, Sands Capital, Lilly
Asia Ventures, Sofinnova Investments, and other institutional investors • Support advancement of Avenzo’s four clinical-stage programs through multiple clinical milestones, including updated USE OF Phase 1 data across the pipeline,
initial clinical data for the combination of AVZO-023 and AVZO-021 with fulvestrant, PROCEEDS and the initiation of multiple Phase 2 studies across the pipeline MANAGEMENT • Avenzo management team, led by co-founders Dr. Athena Countouriotis
and Dr. Mohammad Hirmand, will lead the TEAM combined company post closing of transaction 3

 Pro Forma Capitalization Table SHARES OWNERSHIP IN PRO OUTSTANDING /
IMPLIED VALUATION FORMA COMPANY ISSUED (1) Rallybio 5.8 $15.0 2.83% Avenzo 115.0 300.0 97.17% Concurrent Financing 82.4 215.0 Total 203.2 $530.0 1 Assumes Rallybio will distribute all legacy net cash. Note: All figures in millions. Calculations
above are based on Rallybio’s and Avenzo’s outstanding shares as of May 28, 2026, in each case, calculated on a fully-diluted basis, using the treasury stock method, and are subject to change based on the final number of shares of
Rallybio and Avenzo outstanding immediately prior to the closing, calculated on a fully-diluted basis, using the treasury stock method. 4 Source: Rallybio and Avenzo Management.

 Company Overview 4 Clinical Stage, Potentially Differentiated Oncology
Programs in Blockbuster Opportunities ✓ Phase 1 monotherapy and fulvestrant combination complete, with differentiated profile AVZO-021 ✓ Updated Phase 1 data to be presented at ASCO 2026 CDK2 Inhibitor ✓ Enrolling in combination
with AVZO-023 (CDK4i) + fulvestrant in ORION-1 study ✓ ORION-1 Phase 1 fulvestrant combination enrolling AVZO-023 CDK4 Inhibitor ✓ Preliminary, updated Phase 1 fulvestrant combination data anticipated late 2026 ✓ Rapid progress
in AVENTINE-1 Phase 1 monotherapy, with >30 patients enrolled across 5 dose cohorts ✓ Responses across multiple doses and different tumor types with strong signal in NSCLC AVZO-1418 EGFR/HER3 ADC ✓ FTD granted in EGFRm
TKI-pretreated NSCLC ✓ Preliminary, updated Phase 1 data anticipated in 2H 2026 ✓ BEACON-1 Phase 1 monotherapy ongoing AVZO-103 ✓ FTD granted in post-enfortumab vedotin urothelial cancer NECTIN4/TROP2 ADC ✓ Initial Phase
1 data anticipated in 2H 2026 ✓ Team with deep expertise in oncology development ✓ Cash and cash equivalents of $160 million as of 31-Mar-2026 CORPORATE ✓ Expected proceeds to be primarily used to advance Avenzo’s pipeline
through various anticipated milestones ADC: antibody drug conjugate; CDK: cyclin-dependent kinase; EGFRm: EGFR mutant; FTD: Fast Track designation; NSCLC: non-small cell lung cancer; TKI: tyrosine kinase 5 inhibitor

 Blockbuster Commercial Opportunities Across the Pipeline AVZO-023 +
AVZO-021 AVZO-1418 AVZO-103 CDK4i + CDK2i EGFR/HER3 ADC Nectin4/TROP2 ADC Market Size¹ Market Size² Market Size³ ~$15B ~$16B ~$5B Urothelial Cancer HR+/HER2- NSCLCwt (no AGA) & Breast Cancer EGFRm NSCLC ¹ Based on reported
2025 revenues of FDA approved CDK4/6 inhibitors abemaciclib, palbociclib and ribociclib. ² Based on 2025 estimated revenue of pembrolizumab (anti-PD-1 mAb) per Wall Street research estimates (NSCLCwt (no AGA)), and reported 2025 revenue of
osimertinib (EGFRm NSCLC). ³ Based on projected enfortumab vedotin revenue including frontline (1L) urothelial cancer, per Wall Street research estimates. ADC: antibody drug conjugate; AGA: actionable genomic alteration; EGFRm NSCLC: EGFR
mutant non-small cell lung cancer; NSCLCwt (no AGA): non-small cell lung cancer 6 without known alteration/mutation

 Avenzo Pipeline of Potentially Differentiated Programs Four U.S.-Based
Phase 1 Studies Ongoing Across Pipeline PROGRAM/STUDY INDICATION PHASE 1 PHASE 2 AVZO-021 (CDK2i) Monotherapy ± Fulvestrant HR+/HER2- Breast Cancer AVZO-023 (CDK4i): ORION-1 + Fulvestrant HR+/HER2- Breast Cancer + AVZO-021 + Fulvestrant
HR+/HER2- Breast Cancer Initiated Q2 2026 AVZO-1418 (EGFR/HER3 ADC): AVENTINE-1 Monotherapy Solid Tumors AVZO-103 (NECTIN4/TROP2 ADC): BEACON-1 Monotherapy Solid Tumors Note: Avenzo in-licensed worldwide rights, excluding Greater China for each
program. AVZO-021 and AVZO-023 partnered with Allorion; AVZO-1418 partnered with DualityBio; AVZO-103 partnered with VelaVigo. 7 ADC: antibody drug conjugate; CDK: cyclin-dependent kinase

 KEY HIGHLIGHTS • Potentially differentiated with well tolerated
safety profile and mPFS of 5.3 months as monotherapy in HR+/HER2- breast cancer • Phase 1 monotherapy and fulvestrant combination complete • Phase 1 study in combination with selective AVZO-023 (CDK4i) + fulvestrant ongoing AVZO-021
Selective CDK2 Inhibitor ANTICIPATED MILESTONES HR+/HER2- Breast Cancer • ASCO 2026: Updated Phase 1 monotherapy and fulvestrant combination data • 2H 2027: Initial Phase 1 data in combination with AVZO-023 (CDK4i) and fulvestrant
8

 Evolving HR+/HER2- Breast Cancer Treatment Paradigm HR+/HER2- BC
TREATMENT PARADIGM • Pfizer and BeOne focused on displacing CDK4/6i + ET with selective CDK4i; no planned 2L registrational studies CDK4/6i + ET ‒ Limited CDK2i combination potential due to inadequate selectivity BIOMARKER-NEGATIVE
BIOMARKER-POSITIVE AVZO-023 + ET ± AVZO-021 • Fragmented with no biomarker-agnostic therapy CDK4i + ET ± CDK2i • Pfizer's atirmociclib Phase 2 data validates selective CDK4i in SERD (ESR1m) 2L; statistically significant PFS
improvement (HR 0.60)¹ CDK4/6i + ET AKTi + ET • Atirmociclib and abemaciclib (EMBER-3) confirm CDK4 (PIK3CA/AKT/PTEN) inhibition effective in 2L regardless of biomarker status PI3Ki + ET (PIK3CA) • Avenzo plans to move quickly
toward 2L registrational strategy EVEROLIMUS + ET initially given opportunity and currently limited in-class PARPi (BRCA1/2) competition Note: No head-to-head trials have been conducted among the results shown. As a result, cross-trial comparisons
cannot be made. ¹ Based on FOURLIGHT-1; a randomized Phase 2 study of atirmociclib + fulvestrant vs fulvestrant or everolimus + exemestane in patients with HR+/HER2- breast cancer whose disease progressed after CDK4/6i-based treatment. ESR:
estrogen receptor; ET: endocrine therapy; PARP: poly ADP-ribose polymerase; PI3K: phosphoinositide 3-kinase; PIK3CA: phosphatidylinositol 3-kinase catalytic subunit 9 alpha; PFS: progression free survival; SERD: selective estrogen receptor degrader
2L 1L

 AVZO-021 CDK2i Key Areas of Differentiation AVZO-021¹ TEGTOCICLIB
BG-68501 INCB123667 Avenzo Pfizer BeOne Incyte Development Stage Phase 1 Phase 1 Deprioritized Phase 3 Phase 1 15% ORR (n=26) 19% ORR (n=16) 3% ORR (n=33) 11% ORR (n=76) 4 6 Efficacy Data 5.3 months PFS 3.5 months PFS² PFS not disclosed PFS not
disclosed Dosing QD (14 hour t ) BID (2-3 hour t ) BID BID 1/2 1/2 û CDK1 and CDK9 üûü ~60% nausea and ~60% Selectivity ~50% nausea, ~30% vomiting ~80% nausea, ~50% vomiting ~40% nausea and ~30% vomiting (required scheduled 7
Drivers of GI Toxicity and ~20% diarrhea and ~50% diarrhea² vomiting 4 anti-emetics) CDK6 Selectivity üû Driver of üü 7 Low rates of heme toxicity Dose limiting heme toxicity Hematologic Toxicity Not disclosed Tolerability
in Not expected to be well Not disclosed üû tolerated, given high rates of GI Combination with Not focused in breast cancer Ongoing Not well tolerated³ toxicity for BG-68501 and Portfolio CDK4i 5 BGB-43395 Potentially Differentiated
CDK4i in Portfolio Not Well Tolerated No CDK4i in Portfolio CDK4i in Portfolio in Combination with CDK2i Note: Information provided in the tables above is for illustrative purposes only and no head-to-head clinical trials have been conducted
evaluating these product candidates. Differences exist between study or trial designs and participant characteristics, and caution should be exercised when comparing data across trials. ¹ Patel M et al: ASCO 2026. ORR includes 1 unconfirmed
partial response (uPR) on treatment as of data cut-off awaiting confirmatory scan. ² Yap T et al: ASCO 2023. 1 of 3 responders at 500 mg BID, which is higher than MTD of 300 mg BID. Safety includes all grade TEAEs. ³ Yap T et al: ESMO
2024. ⁴ Joshi R et al: ASCO 2025. Excludes uPR who did not confirm. Safety includes all grade TEAEs. BeOne 2025 Investor R&D Day, Jun-2025. ⁵ Yap T et al: SABCS 6 7 2024. Simonelli M et al: ESMO 2024. All grade TEAEs per Lorusso D et
al: ESMO 2025. BID selected as RP2D as QD doses associated with increased incidence of GI toxicity. 10 BID: twice daily; GI: gastrointestinal; ORR: overall response rate; PFS: progression free survival; QD: once daily; RP2D: recommended Phase 2
dose; TEAE: treatment emergent adverse event

 AVZO-021 Phase 1 Study Design Phase 1 Completed | Data to be Presented
at ASCO 2026¹ Part 1a: Monotherapy Dose Escalation / Backfill (N=51²) DESIGN As of 30-Mar-2026 data cut-off, 250 mg QD • Single patient safety population (N=64): N=1 accelerated 220 mg QD • Part 1a monotherapy: N=51 patients
titration (20, 40, N=3 with advanced solid tumors 60 mg QD) 180 mg QD followed by BOIN N=7 • Part 1b fulvestrant combination: N=13 patients with HR+/HER2- mBC 150 mg QD • QD administration N=9 • Median (range) follow-up time of 5.9
in 28-day cycles 120 mg QD months (0.03+, 16.49+) N=3 90 mg QD As of 07-May-2026 updated data cut-off, N=4 OBJECTIVES efficacy-evaluable population (N=39): • Evaluate Part 1b: Combination in HR+/HER2- mBC • Patients treated at ≥150
mg QD safety/tolerability (N=13) AVZO-021 (± fulvestrant) with HR+/HER2- and 200 mg QD AVZO-021 + mBC or CCNE1-amplified solid tumors, determine fulvestrant (N=7) with at least 1 evaluable post-baseline scan RP2D/MTD 150 mg QD AVZO-021 +
fulvestrant (N=6) ¹ Patel M et al: ASCO 2026. ² Includes accelerated titration 20, 40 and 60 mg QD (n=4) and additional backfill patients treated at 100 mg QD (n=10) and 200 mg QD (n=10). 11 BC: breast cancer; BOIN: Bayesian Optimal
Interval; MTD: maximum tolerated dose; QD: once daily; RP2D: recommended Phase 2 dose

 AVZO-021 Treatment Emergent Adverse Events (N=64) TEAEs OCCURRING IN
≥10% OF PATIENTS BY GRADE Generally well tolerated MONOTHERAPY AND FULVESTRANT COMBINATION (N=64) a GRADE 1 GRADE 2 GRADE 3 GRADE 4 ALL GRADE Most TEAEs were Grade 1 or 2 N (%) N (%) N (%) N (%) N (%) Any TEAE, n (%) 6 (9) 28 (44) 20 (31) 6
(9) 60 (94) Two patients had TEAEs leading to a treatment discontinuation Nausea 23 (36) 9 (14) 1 (2) 0 33 (52) Fatigue 21 (33) 10 (16) 0 0 31 (48) Most commonly reported TEAEs of Anemia 4 (6) 9 (14) 12 (19) 0 25 (39) nausea, fatigue, anemia and
vomiting Vomiting 15 (23) 5 (8) 2 (3) 0 22 (34) • Anemia present at baseline in 10 of Diarrhea 10 (16) 2 (3) 1 (2) 0 13 (20) 12 patients with on-treatment Alopecia 12 (19) 0 0 0 12 (19) Grade 3 anemia Neutrophil count decreased 2 (3) 4 (6) 3
(5) 2 (3) 11 (17) Edema peripheral 8 (13) 1 (2) 1 (2) 0 10 (16) 14 patients with TEAEs leading Platelet count decreased 6 (9) 1 (2) 2 (3) 1 (2) 10 (16) to dose reduction Arthralgia 7 (11) 2 (3) 0 0 9 (14) Constipation 7 (11) 2 (3) 0 0 9 (14)
Dose-limiting toxicities: Cough 7 (11) 2 (3) 0 0 9 (14) • Monotherapy: 1 DLT at 250 mg QD of Hypokalemia 2 (3) 5 (8) 2 (3) 0 9 (14) Grade 3 syncope Dizziness 7 (11) 1 (2) 0 0 8 (13) • Fulvestrant combination: 1 DLT at 200
Gastroesophageal reflux disease 3 (5) 4 (6) 0 0 7 (11) mg QD of Grade 4 thrombocytopenia Headache 7 (11) 0 0 0 7 (11) a Note: Data cut-off date 30-Mar-2026. TEAEs by preferred term and maximum grade. No patient reported a Grade 5 TEAE. Additional
Grade 4 events: 1 patient at 120 mg QD with hypovolemic shock (not related), 1 patient at 200 mg QD with cholestatic jaundice (not related, leading to treatment discontinuation) and 1 patient at 200 mg QD with neutropenia (related, leading to
treatment discontinuation). 12 DLT: dose-limiting toxicity; QD: once daily; TEAE: treatment emergent adverse event

 Encouraging Signs of Efficacy in Heavily Pretreated HR+/HER2- mBC
• 5.3-month median PFS (95% CI: 1.9, 7.2) across all monotherapy doses in HR+/HER2- mBC patients (n=33) • 85% disease control rate (95% CI: 62.1, 96.8) in HR+/HER2- mBC efficacy evaluable patients treated with ≥150 mg QD
monotherapy (n=20) AVZO-021 Monotherapy ≥ 150 mg QD (N=26) AVZO-021 + Fulvestrant (N=13) AVZO-021 Monotherapy ≥ 150 mg QD (N=26) # Treatment ongoing Note: Data cut-off date 07-May-2026, with median follow-up time of 8.4 months (range
0.03 to 16.6+). BC: HR+/HER2- breast cancer; FT: CCNE1-amplified fallopian tube cancer; OC: CCNE1-amplified ovarian cancer; PR: partial response; QD: once daily; TNBC: CCNE1-amplified 13 13 triple negative breast cancer; UC: CCNE1-amplified uterine
cancer; uPR: unconfirmed partial response

 Duration of Treatment (N=43) • All responders remain on
treatment, with 3 patients for ≥48 weeks • Among 34 HR+/HER2- breast cancer patients treated at ≥150 mg QD: − 20 patients were on treatment for ≥24 weeks − 9 patients remain on treatment • Among 7
CCNE1-amplified solid tumor patients treated at ≥150 mg QD: − 3 patients on treatment for ≥24 weeks − 1 patient remains on treatment Note: Data cut-off date 07-May-2026. N=21 patients treated with <150 mg QD monotherapy
not shown. * Efficacy evaluable. ACC: adrenal cortical carcinoma; BC: HR+/HER2- breast cancer; EN: endometrial cancer; FT: CCNE1-amplified fallopian tube cancer; OC: CCNE1-amplified ovarian cancer; QD: 14 once daily; TNBC: CCNE1-amplified triple
negative breast cancer; UC: CCNE1-amplified uterine cancer

 KEY HIGHLIGHTS • Potentially differentiated with high selectivity
against CDK6 • Ongoing Phase 1 study (ORION-1) in combination with fulvestrant ± AVZO-021 (CDK2i) AVZO-023 Selective CDK4 Inhibitor ANTICIPATED MILESTONES HR+/HER2- Breast Cancer • Late 2026: Preliminary, updated Phase 1 fulvestrant
combination data • 2H 2027: Initial Phase 1 data in combination with AVZO-021 (CDK2i) and fulvestrant 15

 AVZO-023 CDK4i Key Areas of Differentiation AVZO-023 ATIRMOCICLIB
BGB-43395 GDC-4198 Avenzo Pfizer BeOne Roche Development Stage Phase 1 Phase 3 Phase 3 Phase 1b 4 Phase 1 Efficacy Data 0% ORR (n=4) 3 in mBC Ongoing 24% ORR (n=33)¹ 11% ORR (n=19) Monotherapy ORR of 15% (n=27) ET Combination(s) CDK6
Selectivity üûûû Driver of Hematologic 4 Low rates of heme toxicity ~55% neutropenia (~20% G3+)¹ ~20% neutropenia (~15% G3+)³ ~30% neutropenia (~10% G3+) Toxicity CDK1 / CDK9 / GSK3B üûûû Selectivity
4 Low rates of GI toxicity ~40% diarrhea¹ ~85% diarrhea (~5% G3+)³ ~60% diarrhea Drivers of GI Toxicity Tolerability in NA NA üû Single asset with activity Combination with BG-68501 deprioritized Ongoing Not well tolerated²
against CDK4 and CDK2 Portfolio CDK2i Potentially Differentiated CDK2i in Portfolio Not Well Tolerated Fixed Activity Against CDK2i in Portfolio in Combination with CDK4i CDK4 and CDK2 Note: Information provided in the tables above is for
illustrative purposes only and no head-to-head clinical trials have been conducted evaluating these product candidates. Differences exist between study or trial designs and participant characteristics, and caution should be exercised when comparing
data across trials. ¹ Yap T et al: ESMO Breast 4 2024. ² Yap T et al: ESMO 2024. ³ BeOne 2025 Investor R&D Day, Jun-2025. References data presented from CDK4i + fulvestrant dose escalation. Wander S et al: SABCS 2025. 16 BC:
breast cancer; GI: gastrointestinal; ORR: overall response rate

 AVZO-023 ORION-1 Phase 1 Study Design N=13 Patients Treated as of
28-Apr-2026 POPULATION DOUBLET: AVZO-023 + FULVESTRANT TRIPLET: • CDK4/6i + ET pretreated AVZO-023 + FULVESTRANT + AVZO-021 HR+/HER2- BC DOSE ESCALATION/BACKFILL (N~60) (N~70) ‒ Doublet: ≤2 prior lines of chemotherapy permitted
… ‒ Triplet: ≤1 prior line of … chemotherapy permitted 150 mg BID (N=1) • ECOG 0–1 • Asymptomatic CNS DL3 100 mg BID disease allowed (N=7) DESIGN 75 mg BID • Accelerated titration (N=3) DL2 followed by
BOIN 50 mg BID • Response evaluation (N=1) by RECIST v1.1 50 mg BID AVZO-023 + 100 mg QD AVZO-021 + 25 mg BID OBJECTIVES Fulvestrant (N=1) • Evaluate safety/tolerability and determine RP2D/MTD Note: Patients can receive prior CDK4/6i but
not prior selective CDK2i, CDK4i or CDK2/4i. BC: breast cancer; BOIN: Bayesian Optimal Interval; CNS: central nervous system; DL: dose level; MTD: maximum tolerated dose; QD: once daily; Under 17 RP2D: recommended Phase 2 dose Evaluation

 AVZO-023 Treatment Emergent Adverse Events (N=13) TEAEs OCCURRING IN
≥10% OF PATIENTS BY GRADE Generally well tolerated AVZO-023 + FULVESTRANT (N=13)¹ GRADE 1 GRADE 2 GRADE 3 GRADE 4 ALL GRADE N (%) N (%) N (%) N (%) N (%) Most TEAEs were Grade 1 or 2 Any TEAE, n (%) 2(15) 8 (62) 1(8) 1(8) 12(92) Low
incidence and severity of hematologic and gastrointestinal Neutrophil count decreased 0 4 (31) 0 1(8) 5(38) adverse events Anaemia 2(15) 1(8) 0 0 3 (23) No patients had TEAEs leading to Nausea 2(15) 1(8) 0 0 3 (23) treatment discontinuation Blood
creatinine increased 2(15) 0 0 0 2(15) 1 patient with DLT at 100 mg BID Decreased appetite 2(15) 0 0 0 2(15) • Grade 3 neutrophil count decreased that led to dose Dysgeusia 2(15) 0 0 0 2(15) interruption for >7 days and Grade 4 recurrence
upon Vomiting 2(15) 0 0 0 2(15) rechallenge at same dose Note: Data cut-off date 28-Apr-2026. TEAEs by preferred term and maximum grade. No patient reported a Grade 5 TEAE. ¹ Breast cancer patients (11 of 13) received AVZO-023 + fulvestrant
from C1D1. Includes 2 patients treated with AVZO-023 monotherapy. 18 BID: twice daily; DLT: dose-limiting toxicity; TEAE: treatment emergent adverse event

 AVZO-023 + Fulvestrant ORION-1 Phase 1 Dose-Escalation Encouraging
Signs of Efficacy in HR+/HER2- Breast Cancer at 100 mg BID (N=6) • 5/6 patients continued on treatment as of the data cut-off # Treatment ongoing Note: Data cut-off date 14-May-2026. Efficacy evaluable population includes all treated patients
with metastatic HR+/HER2- breast cancer, baseline measurable disease, and at 19 least 1 evaluable post-baseline scan. 3 patients had non-measurable disease at baseline (bone only).

 KEY HIGHLIGHTS • Rapid progress in AVENTINE-1 Phase 1 monotherapy
study, with >30 patients enrolled across 5 dose cohorts • Responses across multiple doses and different tumor types with strong signal in NSCLC • Fast Track designation granted in EGFRm TKI-pretreated NSCLC AVZO-1418 EGFR/HER3 ADC
ANTICIPATED MILESTONES Solid Tumors • 2H 2026: Preliminary, updated Phase 1 data • Mid-2027: Phase 2 initiation • 2H 2027: Updated Phase 1 data 20

 EGFR/HER3 ADC Background and Opportunity Pan-Tumor Opportunity,
including in Lung Cancer NSCLCwt (NO AGA) EGFRm NSCLC • EGFR and HER3 shown to be highly expressed across multiple solid tumors, IMMUNOTHERAPY OSIMERTINIB ± AMIVANTAMAB + including NSCLC ± CHEMOTHERAPY CHEMOTHERAPY LAZERTINIB •
Bispecific ADC leverages avidity for enhanced binding, internalization and tumor-specific cytotoxicity AVZO-1418 • Limited options for patients, especially those in 2L setting with EGFRm and NSCLCwt (no AGA) Standard of Care CHEMOTHERAPY
± DOCETAXEL ± DATO-DXD AMIVANTAMAB RAMUCIRUMAB 21 EGFRm NSCLC: EGFR mutant non-small cell lung cancer; NSCLCwt (no AGA): non-small cell lung cancer without known alteration/mutation 2L+ 1L

 AVZO-1418 EGFR/HER3 ADC Key Areas of Differentiation 2 AVZO-1418
(AVENZO)¹ IZA-BREN (BMS/SYSTIMMUNE) EGFRm NSCLC: Phase 2/3 Global Development Phase 1 NSCLCwt³: Phase 1 Stage mUC: Phase 2/3 Format 1+1 2+2 EGFR/HER3 Tuning 4 21.6 nM EGFR | 3.5 nM HER3 1.4 nM EGFR (cetuximab) | 88.4 nM HER3 (KD, nM) DAR 6
| P1021 DAR 8 | Ed-04 DAR / Payload (DualityBio topoisomerase I inhibitor) (topoisomerase I inhibitor) 5 EGFRm NSCLC: ✓ EGFRm NSCLC: 23% ORR (n=22) 5 Clinical Activity NSCLCwt: ✓ NSCLCwt³: 40% ORR (n=20) 6 mUC: ✓ mUC: 33%
ORR (n=27) 5 Ongoing, no Grade≥3 neutropenia at ≤4.5 mg/kg Q2W 58% Grade≥3 neutropenia Phase 1 Safety Profile (N=20) (N=107) Prophylactic G-CSF 5 No Yes Required Note: Information provided in the table above is for illustrative
purposes only and no head-to-head clinical trials have been conducted evaluating these product candidates. Differences exist between study or trial designs and participant characteristics, and caution should be exercised when comparing data across
trials. ¹ Zhou Y et al: AACR 2025. 4 5 6 ² Zhang L et al: ASCO 2023. ³ Excludes EGFR, ALK and ROS1-positive NSCLC (NCT05983432). Internal data on file. Yu H et al: ESMO 2025. Bian X et al: ESMO 2024. EGFRm NSCLC: EGFR mutant non-small
cell lung cancer; G-CSF: granulocyte-colony stimulating factor; NSCLCwt (no AGA): non-small cell lung cancer without known 22 alteration/mutation; UC: urothelial cancer

 AVZO-1418 AVENTINE-1 Phase 1 Study Design N=32 Patients Treated as of
13-May-2026 POPULATION PEMBROLIZUMAB MONOTHERAPY DOSE • Prior lines of COMBINATION ESCALATION/BACKFILL chemotherapy ≤3 in EGFRm NSCLC, NSCLC W/O AGA, NSCLC W/O AGA, escalation and ≤2 in SCLC, NPC, BTC, UC SCLC, NPC, BTC, UC
backfill patients (N~100) (N~35) • ECOG 0–1 6 mg/kg Q2W (N=7) • Asymptomatic CNS disease allowed … DL3 DESIGN 5.0 mg/kg Q2W • Bayesian Optimal Ongoing Interval (BOIN) DL2 4.5 mg/kg Q2W • Response evaluation (N=4)
by RECIST v1.1 4 mg/kg Q2W 6 mg/kg Q3W DL1 (N=11) (N=5) OBJECTIVES • Evaluate 2 mg/kg Q2W safety/tolerability and (N=5) determine RP2D/MTD Note: Prior version of protocol allowed for enrollment of CRC, SCCHN, and TNBC tumor types. AGA:
actionable genomic alteration; BTC: biliary tract cancer; CNS: central nervous system; CRC: colorectal cancer; MTD: maximum tolerated dose; NPC: nasopharyngeal carcinoma; NSCLC: non-small cell lung cancer; RP2D: recommended Phase 2 dose; SCCHN:
squamous cell carcinoma of the Under 23 head and neck; SCLC: small cell lung cancer; TNBC: triple negative breast cancer; UC: urothelial cancer Evaluation

 AVZO-1418 Treatment Emergent Adverse Events (N=32) TEAEs OCCURRING IN
≥10% OF PATIENTS BY GRADE Generally well-tolerated at doses up to 4.5 2 mg/kg to 4.5 mg/kg (N=20) 6 mg/kg (N=12) a b mg/kg Q2W (N=20) GRADE 1-2 GRADE 3-4 GRADE 1-2 GRADE 3-4 N (%) N (%) N (%) N (%) • No Grade 3+ neutropenia Nausea 10
(50) 0 8 (67) 0 • 1 patient had TEAE leading to treatment Alopecia 11 (55) 0 6 (50) 0 a Fatigue 9 (45) 0 4 (33) 0 discontinuation Diarrhoea 4 (20) 0 6 (50) 1 (8) • 2 patients had TEAEs leading to dose Vomiting 4 (20) 0 6 (50) 0 reduction
Anaemia 3 (15) 0 4 (33) 2 (17) Headache 4 (20) 0 5 (42) 0 Neutrophil count decreased 1 (5) 0 3 (25) 4 (33) 6 mg/kg Q2W/Q3W exceeded MTD (N=12) Stomatitis 2 (10) 0 4 (33) 2 (17) Decreased appetite 5 (25) 0 2 (17) 0 • 2 DLTs at 6 mg/kg Q2W:
Grade 3 diarrhea, Hypokalaemia 3 (15) 0 2 (17) 1 (8) and Grade 4 acute Epistaxis 1 (5) 0 4 (33) 0 gastroenteritis/pancytopenia Lymphocyte count decreased 0 3 (15) 0 2 (17) Mucosal inflammation 1 (5) 0 4 (33) 0 • 2 DLTs at 6 mg/kg Q3W: Grade 3
ALT Rash maculo-papular 3 (15) 0 2 (17) 0 increased/pneumonitis, and Grade 4 White blood cell count decreased 0 0 1 (8) 4 (33) neutrophil count decreased Dehydration 3 (15) 0 1 (8) 0 Dermatitis acneiform 2 (10) 0 2 (17) 0 • 2 patients had
TEAEs leading to treatment Dizziness 2 (10) 0 2 (17) 0 b,c discontinuation Dry eye 1 (5) 0 3 (25) 0 • 5 patients had TEAEs leading to dose Dyspnoea 2 (10) 0 2 (17) 0 Myalgia 4 (20) 0 0 0 reduction Pyrexia 2 (10) 0 2 (17) 0 a Note: Data cut-off
13-May-2026. TEAEs by preferred term and maximum grade. Additional Grade 4+ TEAEs from 2 to 4.5mg/kg: Grade 4 respiratory failure (unrelated), Grade 5 b cardiorespiratory arrest (unrelated, leading to treatment discontinuation) in 1 patient each.
Additional Grade 4+ TEAEs at 6 mg/kg: acute gastroenteritis/pancytopenia (related, c leading to treatment discontinuation) and Grade 5 aspiration (unrelated) in same patient. Grade 3 pneumonitis leading to treatment discontinuation in 1 patient. 24
TEAE: treatment-emergent adverse event; MTD: maximum tolerated dose

 AVZO-1418 Phase 1 Monotherapy Dose-Escalation Encouraging Trend and
Deepening Tumor Reductions over Time across Tumor Types (N=18) • In 18 efficacy evaluable patients, 9 remain on treatment including 5 responders • Responders across multiple tumor types and multiple dose cohorts • 2/3 responding
patients at 6 mg/kg dose reduced to 4 mg/kg prior to response 5 of 18 responders # Treatment ongoing Note: Data cut-off date 13-May-2026. Efficacy-evaluable population includes patients with baseline measurable disease treated with AVZO-1418 who had
at least 1 evaluable post- baseline scan. Patient with urothelial cancer treated at 6 mg/kg Q2W is ongoing with PR, which was confirmed subsequent to data cut-off date. * Patient with NSCLC-wt with 0% change from baseline was treated at 4.5 mg/kg
Q2W. CRC: colorectal cancer; NPC: nasopharyngeal cancer; NSCLC-wt: non-small cell lung cancer without known alteration/mutation; NSCLC-EGFRm: EGFR mutant non-small cell lung 25 cancer; PR: partial response; SCCHN: squamous cell carcinoma of the head
and neck; TNBC: triple negative breast cancer; UC: urothelial cancer; uPR: unconfirmed partial response

 AVZO-1418 Phase 1 Monotherapy Dose-Escalation Encouraging Signs of
Efficacy in NSCLC Across Multiple Doses (N=10) • In 10 efficacy evaluable patients, 8 remain on treatment including 4 responders • 1/2 responding patients at 6 mg/kg dose reduced to 4 mg/kg prior to response 4 of 10 responders #
Treatment ongoing Note: Data cut-off date 13-May-2026. Efficacy-evaluable population includes patients with NSCLC with baseline measurable disease treated with AVZO-1418 who had at least 1 evaluable post-baseline scan. * Patient with NSCLC-wt with
0% change from baseline was treated at 4.5 mg/kg Q2W. NSCLC-wt: non-small cell lung cancer without known alteration/mutation; NSCLC-EGFRm: EGFR mutant non-small cell lung cancer; PR: partial response; uPR: unconfirmed 26 partial response

 KEY HIGHLIGHTS • BEACON-1 Phase 1 monotherapy study ongoing
• Fast Track designation granted in post-enfortumab vedotin urothelial cancer AVZO-103 Nectin4/TROP2 ADC ANTICIPATED MILESTONES Solid Tumors • 2H 2026: Initial Phase 1 data • Mid-2027: Phase 2 initiation • 2H 2027: Updated
Phase 1 data 27

 AVZO-103 Phase 1 Study Design Monotherapy Dose Escalation Ongoing
POPULATION MONOTHERAPY DOSE PEMBROLIZUMAB COMBINATION • ECOG 0–1 ESCALATION/BACKFILL DOSE ESCALATION SOLID TUMORS¹, INCL. mUC mUC • Asymptomatic CNS (N~80) (N~35) disease allowed … DESIGN • Bayesian Optimal DL3
Interval (BOIN) 4.0 mg/kg Q3W • Response evaluation by RECIST v1.1 DL2 2.5 mg/kg Q3W (N=3) OBJECTIVES DL1 • Evaluate 1.5 mg/kg Q3W safety/tolerability and (N=3) determine RP2D/MTD ¹ Includes solid tumors known to express high
Nectin4: urothelial cancer, TNBC, non-squamous EGFRm and non-squamous NSCLC with no actionable genomic alteration, SCCHN and cervical cancer. CNS: central nervous system; MTD: maximum tolerated dose; mUC: metastatic urothelial cancer; NSCLC:
non-small cell lung cancer; RP2D: Under 28 recommended Phase 2 dose; SCCHN: head and neck squamous cell carcinoma; TNBC: triple negative breast cancer Evaluation

 Anticipated Milestones PROGRAM ANTICIPATED MILESTONE ESTIMATED TIMING
AVZO-021 • Updated Phase 1 monotherapy and fulvestrant combination data • ASCO 2026 CDK2 Inhibitor AVZO-023 • Preliminary, updated ORION-1 Phase 1 data in combination with fulvestrant • Late 2026 CDK4 Inhibitor AVZO-023 +
-021 • Initial ORION-1 Phase 1 data in combination with fulvestrant • 2H 2027 CDK4 + CDK2 Inhibitors • Preliminary, updated AVENTINE-1 Phase 1 data • 2H 2026 AVZO-1418 • Phase 2 initiation • Mid-2027 EGFR/HER3 ADC
• Updated AVENTINE-1 Phase 1 data • 2H 2027 • Initial BEACON-1 Phase 1 data • 2H 2026 AVZO-103 • Phase 2 initiation • Mid-2027 NECTIN4/TROP2 ADC • Updated BEACON-1 Phase 1 data • 2H 2027 29

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EX-99.3
 14
 d19106dex993.htm
 EX-99.3

 Exhibit 99.3

 Avenzo Therapeutics and Rallybio Corporation
 Merger
Agreement + Concomitant Private Placement Announcement
 Webcast Call Transcript

 Date: June 1, 2026
 Time: 8:30 AM ET

 CORPORATE PARTICIPANTS
 Dr. Stephen Uden, M.D., Co-Founder and Chief Executive Officer, Rallybio Corporation
 Dr. Athena Countouriotis, M.D., Chair,
President and Chief Executive Officer, Avenzo Therapeutics, Inc.
 PRESENTATION

 Dr. Stephen Uden, Co-Founder and Chief Executive Officer, Rallybio Corporation

 “Thank you and good morning. Before we begin, I’d like to remind you that this discussion will contain forward-looking statements based upon the
current expectations of Rallybio and Avenzo, which include, but are not limited to, statements regarding the expected timing, completion, effects and intended outcomes for the proposed transactions, and our future expectations, plans and prospects
for the combined company, including clinical development matters, use of proceeds, expected cash runway and expected milestones. Such statements represent management’s judgment and intention as of today and involve assumptions, risks and
uncertainties.

 1

Except to the extent required by law, we do not undertake any obligation to update any forward-looking statements. We also caution you against placing undue reliance on any forward-looking
statements.
 Further, as indicated on these slides, Rallybio intends to file a registration statement and accompanying proxy statement and prospectus with
the Securities and Exchange Commission relating to the proposed transactions. Please be advised to read, when available, these and other relevant documents filed with the SEC. Please refer to the accompanying slides for more details on these
forward-looking statements.
 I will now turn the conference over to Dr. Athena Countouriotis, Chair, President and Chief Executive Officer of Avenzo
Therapeutics.”
 Dr. Athena Countouriotis, M.D., Chair, President and Chief Executive Officer, Avenzo Therapeutics, Inc.

 “Thank you Stephen, and good morning everyone. I want to thank the team at Rallybio for all the work they have done to get to today, and for their
belief in our team and our mission. At Avenzo, our mission is to improve the lives of people living with cancer, by delivering next-generation therapies that improve upon today’s standard of care.

 2

 With this announcement, we are excited to share the Avenzo story more broadly, and to outline our plans to
advance what we believe is a differentiated pipeline of small molecules and antibody drug-conjugates that are progressing across four Phase 1 clinical trials in various solid tumor indications.

 Avenzo Therapeutics was founded in the fall of 2022 by myself and Dr. Mohammad Hirmand, our Chief Medical Officer, after the acquisition of Turning Point
Therapeutics by Bristol Myers Squibb. Between Mohammad and myself, we have been fortunate to develop multiple small molecules and antibody-drug conjugates, or ADCs, within oncology, which are now marketed. Our Avenzo team is approximately 60 team
members, with deep expertise in oncology drug development, and whom I have had the pleasure of working with for many years across different companies.

 3

 Our strategy at Avenzo parallels that of Turning Point, with respect to how we’ve assembled a
clinical-stage oncology pipeline of potentially differentiated programs that address areas of significant unmet need, with Avenzo having exclusive rights outside of Greater China. Today, that pipeline consists of four programs spanning small
molecules and ADCs, all of which are now being advanced in Phase 1 studies in the U.S.
 Our approach in building the pipeline was to identify potentially
differentiated programs with strong biologic rationale and significant commercial potential, where we could utilize our expertise in drug development to rapidly advance each program to treat patients with unmet needs. We’re excited about the
pipeline we’ve assembled and believe we are well positioned to advance these programs across multiple clinical milestones as a result of this transaction.

 4

 Our pipeline includes two highly selective cyclin-dependent kinase, or CDK, inhibitors: AVZO-021 , our selective CDK2 inhibitor and AVZO-023 , our selective CDK4 inhibitor, as well as two bispecific ADCs: AVZO-1418 , our bispecific ADC targeting
EGFR and HER3, and AVZO-103 , our bispecific ADC targeting Nectin4 and TROP2. All four of our programs are being evaluated in ongoing Phase 1 studies conducted by our team in the United States, while our
partners are in parallel advancing their respective drug candidates within Greater China, either as part of our study, or in their own China-based study. We are truly excited about the potential of each of our agents as monotherapy and/or in
combinations, such as the combination of AVZO-021 and AVZO-023 with endocrine therapy in hormone receptor-positive, HER2-negative breast cancer.

 Later today at the American Society of Clinical Oncology conference in Chicago, we are presenting updated data from the ongoing Phase 1 study of AVZO-021 in HR-positive, HER2-negative breast cancer. We have treated 64 patients in total across monotherapy and in combination with fulvestrant, and continue to believe
these data support a differentiated profile given our CDK2 inhibitor’s tolerability and clinical activity, including the emerging progression free survival data of 5.3 months in patients with
 HR-positive, HER2-negative metastatic breast cancer with a median of 4 prior therapies in the metastatic setting treated with AVZO-021 monotherapy.

 5

 In addition, we recently treated the first patient with the triplet combination of AVZO-021, with our selective CDK4 inhibitor, AVZO-023, and fulvestrant in the Phase 1 portion of the ORION-1 study. Beyond the triplet,
the ORION-1 study is also evaluating the doublet combination of AVZO-023 and endocrine therapy in patients with previously treated HR+/HER2- metastatic breast cancer.

 We are encouraged by the initial profile of our selective CDK4 inhibitor, including its tolerability, specifically its lack of diarrhea which is often
difficult for patients, and emerging clinical activity and look forward to sharing updated data from the ORION-1 study later this year.

 As for our two bispecific ADC programs, AVZO-1418 is our most advanced ADC, targeting both EGFR and HER3. We have already dosed over 30 patients since
initiating the Phase 1 portion of the AVENTINE-1 study in mid-2025. We are encouraged by the initial clinical data, where clinical activity was observed across multiple
tumor types, with a potentially differentiated tolerability profile especially in terms of hematologic adverse events. Last in our pipeline is our fourth clinical stage program, AVZO-103, a bispecific ADC
targeting both Nectin4 and TROP2. This is in the early stages of the ongoing Phase 1 portion of the BEACON-1 study, and we look forward to sharing clinical data from both of our ADC programs later this year.

 6

 With the additional $215 million expected to be raised as part of this transaction, in addition to the
current cash on our balance sheet, we expect to have sufficient runway into late 2028 to advance our clinical-stage programs through multiple clinical milestones, including updated Phase 1 data across the pipeline, initial clinical data for the
combination of AVZO-023 and AVZO-021 with fulvestrant, and the initiation of multiple Phase 2 studies. We look forward to sharing more about our later stage development
plans with you over time.
 I want to conclude my remarks by thanking all of the Avenzo team members, especially my
 co-founder Dr. Mohammad Hirmand, and our Chief Financial and Chief Business Officer Scott Lipman, for your tireless efforts to get to today. I know we all work incredibly hard for our team and the
patients we serve. I also want to thank our Series A and Series B investors who have supported us over the past four years, and to our new investors – we look forward to working with you following the close of this transaction. I truly look
forward to Avenzo being a public company, and to many more calls with all of you. Thank you again for your support.

 7

 I will now hand the call back to the operator. Operator you can now conclude the call.”

 8

EX-2.1 · d19106dex21.htm

EX-2.1
 2
 d19106dex21.htm
 EX-2.1

 Exhibit 2.1

 STRICTLY CONFIDENTIAL

 Execution Version

 AGREEMENT AND PLAN OF MERGER

 AND REORGANIZATION
 among:

 RALLYBIO CORPORATION ,

 a Delaware corporation;

 FARMINGTON MERGER SUB, INC. ,

 a Delaware corporation; and

 AVENZO THERAPEUTICS, INC. ,

 a Delaware corporation
 Dated as
of May 31, 2026

 TABLE OF CONTENTS

 Page

 SECTION 1. DESCRIPTION OF TRANSACTION

 2

 1.1

 The Merger

 2

 1.2

 Effects of the Merger

 2

 1.3

 Closing; Effective Time

 2

 1.4

 Certificate of Incorporation and Bylaws; Directors and Officers

 3

 1.5

 Conversion of Shares

 4

 1.6

 Calculation of Parent Net Cash

 5

 1.7

 Contingent Value Right

 7

 1.8

 Closing of the Company’s Transfer Books

 7

 1.9

 Surrender of Certificates

 7

 1.10

 Appraisal Rights

 9

 1.11

 Further Action

 9

 1.12

 Withholding

 9

 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 10

 2.1

 Organization, Standing and Power

 10

 2.2

 Capital Stock

 10

 2.3

 Subsidiaries

 11

 2.4

 Authority

 12

 2.5

 No Conflict; Consents and Approvals

 13

 2.6

 Financial Statements

 14

 2.7

 No Undisclosed Liabilities

 14

 2.8

 Absence of Certain Changes or Events

 15

 2.9

 Litigation

 15

 2.10

 Compliance with Laws

 16

 2.11

 Health Care Regulatory Matters

 16

 2.12

 Benefit Plans

 19

 2.13

 Labor and Employment Matters

 20

 2.14

 Environmental Matters

 22

 2.15

 Taxes

 23

 2.16

 Contracts

 25

 2.17

 Insurance

 26

 2.18

 Properties

 26

 2.19

 Intellectual Property

 27

 2.20

 State Takeover Statutes

 29

 2.21

 No Rights Plan

 30

 2.22

 Related Party Transactions

 30

 2.23

 Certain Payments

 30

 2.24

 Brokers

 30

 2.25

 Concurrent Financing Compliance

 30

 2.26

 No Other Representations or Warranties

 31

 i

 SECTION 3. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER
SUB

 31

 3.1

 Organization, Standing and Power

 31

 3.2

 Capital Stock

 32

 3.3

 Subsidiaries

 33

 3.4

 Authority

 34

 3.5

 No Conflict; Consents and Approvals

 34

 3.6

 SEC Reports; Financial Statements

 35

 3.7

 No Undisclosed Liabilities

 38

 3.8

 Absence of Certain Changes or Events

 38

 3.9

 Litigation

 40

 3.10

 Compliance with Laws

 40

 3.11

 Health Care Regulatory Matters

 40

 3.12

 Benefit Plans

 42

 3.13

 Labor and Employment Matters

 44

 3.14

 Environmental Matters

 45

 3.15

 Taxes

 46

 3.16

 Contracts

 48

 3.17

 Insurance

 50

 3.18

 Properties

 50

 3.19

 Intellectual Property

 51

 3.20

 Related Party Transactions

 53

 3.21

 Certain Payments

 53

 3.22

 Brokers

 53

 3.23

 Opinion of Financial Advisor

 53

 3.24

 Merger Sub

 53

 3.25

 State Takeover Statutes

 53

 3.26

 No Other Representations or Warranties

 54

 SECTION 4. CERTAIN COVENANTS OF THE PARTIES

 54

 4.1

 Operation of Parent’s Business

 54

 4.2

 Operation of the Company’s Business

 57

 4.3

 Access and Investigation

 59

 4.4

 Parent Non-Solicitation

 60

 4.5

 Company Non-Solicitation

 61

 4.6

 Notification of Certain Matters

 63

 4.7

 Potentially Transferable Assets

 63

 4.8

 Parent Distributions

 64

 SECTION 5. ADDITIONAL AGREEMENTS OF THE PARTIES

 65

 5.1

 Registration Statement; Proxy Statement

 65

 5.2

 Company Information Statement; Stockholder Written Consent

 66

 5.3

 Parent Stockholders’ Meeting

 69

 5.4

 Regulatory Approvals

 72

 5.5

 Company Options

 73

 5.6

 Indemnification of Officers and Directors

 74

 5.7

 Additional Agreements

 76

 ii

 5.8

 Public Announcement

 77

 5.9

 Listing

 77

 5.10

 Tax Matters

 78

 5.11

 Directors and Officers

 79

 5.12

 Termination of Certain Agreements and Rights

 79

 5.13

 Section 16 Matters

 80

 5.14

 Cooperation

 80

 5.15

 Allocation Certificate; Parent Outstanding Shares Certificate

 80

 5.16

 Company Financial Statements

 81

 5.17

 Takeover Statutes

 81

 5.18

 Stockholder Litigation

 81

 5.19

 Equity Plans

 81

 5.20

 Parent SEC Documents

 82

 5.21

 Parent Options and RSUs

 82

 5.22

 Parent Operations Wind-Down

 82

 5.23

 Concurrent Financing

 82

 SECTION 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH
PARTY

 83

 6.1

 No Restraints

 83

 6.2

 Stockholder Approval

 83

 6.3

 Parent Charter Amendment

 83

 6.4

 Listing

 83

 6.5

 Subscription Agreement

 84

 6.6

 Effectiveness of Registration Statement

 84

 6.7

 Parent Net Cash Determination

 84

 SECTION 7. ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND
MERGER SUB

 84

 7.1

 Accuracy of Representations

 84

 7.2

 Performance of Covenants

 85

 7.3

 Documents

 85

 7.4

 FIRPTA Certificate

 85

 7.5

 No Company Material Adverse Effect

 85

 7.6

 Termination of Investor Agreements

 85

 7.7

 Company Lock-Up Agreements

 85

 SECTION 8. ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATION OF THE
COMPANY

 85

 8.1

 Accuracy of Representations

 86

 8.2

 Performance of Covenants

 86

 8.3

 Documents

 86

 8.4

 No Parent Material Adverse Effect

 87

 8.5

 Parent Net Cash.

 87

 8.6

 Parent Distributions

 87

 iii

 SECTION 9. TERMINATION

 87

 9.1

 Termination

 87

 9.2

 Effect of Termination

 89

 9.3

 Expenses; Termination Fees

 89

 SECTION 10. MISCELLANEOUS PROVISIONS

 92

 10.1

 Non-Survival of Representations and Warranties

 92

 10.2

 Amendment

 93

 10.3

 Waiver

 93

 10.4

 Entire Agreement; Counterparts; Exchanges by Electronic Transmission

 93

 10.5

 Applicable Law; Jurisdiction; WAIVER OF JURY TRIAL

 93

 10.6

 Attorneys’ Fees

 94

 10.7

 Assignability

 94

 10.8

 Notices

 94

 10.9

 Cooperation

 95

 10.10

 Severability

 95

 10.11

 Other Remedies; Specific Performance

 95

 10.12

 No Third Party Beneficiaries

 96

 10.13

 Construction

 96

 10.14

 Defined Terms Defined Elsewhere

 97

 Exhibits:

 Exhibit A

 Certain Definitions

 Exhibit B-1 

 Form of Company Stockholder Support Agreement

 Exhibit B-2

 Form of Parent Stockholder Support Agreement

 Exhibit C

 Form of Company Lock-Up Agreement

 Exhibit D

 Form of CVR Agreement

 Schedules:

 Schedule A

 Company Signatories

 Schedule I

 Exchange Ratio

 iv

 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

 THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “ Agreement ”) is made and entered into as of
May 31, 2026, by and among RALLYBIO CORPORATION , a Delaware corporation (“ Parent ”), FARMINGTON MERGER SUB, INC. , a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger
Sub ”), and AVENZO THERAPEUTICS, INC. , a Delaware corporation (the “ Company ”). Certain capitalized terms used in this Agreement are defined in Exhibit A .

 RECITALS
 A. Parent and
the Company intend to effect a merger of Merger Sub with and into the Company (the “ Merger ”) in accordance with this Agreement and the DGCL. Upon consummation of the Merger, Merger Sub will cease to exist and the Company
will become a wholly-owned subsidiary of Parent.
 B. The Parties intend that the Merger qualify as a “reorganization” within
the meaning of Section 368(a) of the Code, and by executing this Agreement, the Parties hereby adopt a “plan of reorganization” within the meaning of Treasury Regulations
 Sections 1.368-2(g) and 1.368-3(a).
 C. The
Parent Board has unanimously (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders, (ii) authorized, approved and declared advisable this Agreement and the
Contemplated Transactions, including the issuance of shares of Parent Common Stock to the stockholders of the Company pursuant to the terms of this Agreement, the change of control of Parent and other actions contemplated by this Agreement, and
(iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters.

 D. The Merger Sub Board has unanimously (i) determined that the Contemplated Transactions are fair to, advisable, and in the best
interests of Merger Sub and its sole stockholder, (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth
in this Agreement, that Parent, as the sole stockholder of Merger Sub, votes to adopt this Agreement and thereby approve the Contemplated Transactions.

 E. The Company Board has unanimously (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests
of the Company and its stockholders, (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this
Agreement, that the stockholders of the Company vote to approve the Company Stockholder Matters.

 F. Concurrently with the execution and delivery of this Agreement and as a condition and
inducement to Parent’s willingness to enter into this Agreement, (a) the Company Signatories (solely in their capacity as stockholders of the Company), which represent the Required Company Stockholder Vote, are executing support
agreements in favor of Parent in substantially the form attached hereto as Exhibit B-1 (the “ Company Stockholder Support Agreement ”), and (b) the officers, directors and
stockholders of the Company listed in Section A -1 of the Company Disclosure Schedule (the “ Company Lock -Up
Signatories ”) (solely in their capacity as stockholders of the Company) are executing lock-up agreements in substantially the form attached hereto as Exhibit C (the “ Company
Lock -Up Agreement ”).
 G. Concurrently with the execution and delivery
of this Agreement and as a condition and inducement to the Company’s willingness to enter into this Agreement, the officers, directors and certain stockholders of Parent listed in Section A -1 of the Parent Disclosure Schedule (solely in their capacity as stockholders of Parent) are executing support agreements in favor of the Company in substantially the form attached hereto as Exhibit B-2 (the “ Parent Stockholder Support Agreement ”).
 H. It is expected that,
subject to Section 4.5 , within three (3) Business Days after the Registration Statement is declared effective by the SEC, stockholders of the Company holding no less than the Required Company Stockholder Vote will
execute and deliver an action by written consent in a form to be mutually agreed by Parent and the Company (each, a “ Company Stockholder Written Consent ” and collectively, the “ Company Stockholder Written
Consents ”).
 I. Concurrently with the execution and delivery of this Agreement, certain investors have executed a
Subscription Agreement by and among the Company and the Persons named therein (representing an aggregate commitment no less than the Concurrent Investment Amount), pursuant to which such Persons have agreed to purchase the number of shares of
Company Class A Common Stock set forth therein immediately prior to the Effective Time in connection with the Concurrent Financing (the “ Subscription Agreement ”).

 AGREEMENT
 The Parties,
intending to be legally bound, agree as follows:
 Section 1. DESCRIPTION OF TRANSACTION

 1.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be
merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “ Surviving Corporation ”).

 1.2 Effects of the Merger . The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and in the
applicable provisions of the DGCL. As a result of the Merger, the Company will become a wholly-owned subsidiary of Parent.
 1.3
 Closing; Effective Time . Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 , the consummation of the Merger (the “ Closing ”) shall take place remotely on
the second (2 nd ) Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 , 7 and 8 (other than
those conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject

 2

to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually
takes place is referred to as the “ Closing Date .” At the Closing, the Parties shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger
with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company (the “ Certificate of Merger ”). The Merger shall become effective at the time of
the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes
effective being referred to as the “ Effective Time ”).
 1.4 Certificate of Incorporation and
Bylaws; Directors and Officers . At the Effective Time:
 (a) the certificate of incorporation of the Surviving Corporation shall be
amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation;
 provided , however , that at or immediately prior to the Effective Time, the Surviving Corporation shall file an amendment to its certificate of incorporation to change the name of the Surviving Corporation to “Avenzo Operating
Company, Inc.”, or such other name as shall be mutually agreed upon by Parent and the Company prior to filing such amendment;
 (b)
the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation;
 provided , however , that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation (the “ Parent Charter Amendment ”) to (i) change the
name of Parent to “Avenzo Therapeutics, Inc.”; (ii) effect the Nasdaq Reverse Split (the “ Reverse Stock Split Proposal ”); (iii) subject to the approval of the Authorized Share Increase Proposal, effect
the Authorized Share Increase; and (iv) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment;

 (c) the bylaws of the Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of Merger Sub
as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation in such bylaws shall reflect the name identified in Section 1.4(a)) , until thereafter amended as provided by the DGCL
and such bylaws;
 (d) the Parties shall act in compliance with Section 5.11 (including, to the extent
necessary, procuring the resignation or removal of any directors or officers of Parent immediately prior to the Effective Time) so that, as of the Effective Time, the directors and officers of Parent, each to hold office in accordance with the
certificate of incorporation and bylaws of Parent, shall consist of the Persons set forth in Section 5.11 after giving effect to the provisions of Section 5.11 , or such other Persons as shall be
designated by the Company in its sole discretion; and

 3

 (e) the directors and officers of the Surviving Corporation, each to hold office in
accordance with the certificate of incorporation and bylaws of the Surviving Corporation, shall be the directors and officers of Merger Sub.

 1.5 Conversion of Shares .

 (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any
stockholder of the Company or Parent:
 (i) any shares of Company Capital Stock held as treasury stock by the Company or held or owned by
Parent, Merger Sub or any Subsidiary of Parent or the Company immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

 (ii) subject to Section 1.5(c) , each share of Company Capital Stock outstanding immediately prior to the Effective
Time (excluding shares of Company Capital Stock to be canceled pursuant to Section 1.5(a)(i) , shares of Company Class A Common Stock issued in the Concurrent Financing to be converted pursuant to
 Section 1.5(a)(iii) and Dissenting Shares), shall be automatically converted solely into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio; and

 (iii) subject to Section 1.5(c) , the Company Class A Common Stock issued in the Concurrent Financing shall be
converted solely into the right to receive a number of shares of Parent Common Stock equal to the amount of Concurrent Financing Merger Shares multiplied by the percentage of the Concurrent Financing Proceeds represented by the applicable
stockholder’s investment in the Concurrent Financing, as set forth on the Allocation Certificate.
 (b) If any shares of Company
Capital Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement with the Company, then
the shares of Parent Common Stock issued in exchange for such shares of Company Capital Stock at the Effective Time will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and such shares of Parent Common
Stock shall accordingly be marked with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set
forth in any such restricted stock purchase agreement or other agreement in accordance with its terms.
 (c) No fractional shares of
Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Capital Stock who would otherwise be entitled to receive a fraction of a share of
Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall receive from Parent, in lieu of such fractional share: (i) one share of Parent Common Stock if the aggregate amount of fractional
shares of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such
holder of Company Capital Stock would otherwise be entitled to is less than 0.50, with no cash being paid for any fractional share eliminated by such rounding.

 4

 (d) All Company Options outstanding immediately prior to the Effective Time under the
Company Benefit Plan shall be treated in accordance with Section 5.5(a) .
 (e) Each share of common stock,
$0.0001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly-issued, fully-paid and nonassessable share of common stock, $0.0001 par value per share,
of the Surviving Corporation. Each stock certificate or book-entry share of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation.

 (f) If, between the time of calculating the Exchange Ratio and the Effective Time, the outstanding shares of Company Capital Stock or Parent
Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split (including the Nasdaq Reverse Split to the extent
such split has not been previously taken into account in calculating the Exchange Ratio), combination or exchange of shares or other like change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the
extent necessary to provide the holders of Company Capital Stock, Parent Common Stock and Company Options with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization,
split (including the Nasdaq Reverse Split), combination or exchange of shares or other like change; provided , however , that nothing herein will be construed to permit the Company or Parent to take any action with respect to Company
Capital Stock or Parent Common Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.
 1.6
 Calculation of Parent Net Cash .
 (a) For the purposes of this Agreement, the “ Anticipated Closing Date ”
shall be the date, as agreed upon by Parent and the Company at least fifteen (15) calendar days prior to the Parent Stockholders’ Meeting, to be the anticipated date for Closing. At least five (5) Business Days prior to the Parent
Stockholders’ Meeting, Parent shall deliver to the Company a schedule (the “ Net Cash Schedule ”) setting forth Parent’s estimated calculation of Parent Net Cash, including each component thereof (the
“ Net Cash Calculation ”) as of the Anticipated Closing Date prepared and certified by Parent’s Chief Financial Officer (or if there is no Chief Financial Officer, the principal accounting officer of Parent). Parent
shall make available to the Company the work papers and back-up materials used or useful in preparing the Net Cash Schedule (including, with respect to Transaction Expenses, estimated final invoices and
current accounts receivable from each advisor to Parent) and, as reasonably requested by the Company, Parent’s accountants and counsel at reasonable times and upon reasonable notice.

 (b) Within three (3) Business Days after delivery of the Net Cash Schedule (the “ Response Date ”), the Company
will have the right to dispute any part of the Net Cash Schedule by delivering a written notice to that effect to Parent (a “ Dispute Notice ”). Any Dispute Notice shall identify in reasonable detail the nature of any
proposed revisions to the Net Cash Calculation.

 5

 (c) If on or prior to the Response Date, the Company (i) notifies Parent in writing
that it has no objections to the Net Cash Calculation or (ii) fails to deliver a Dispute Notice as provided in Section 1.6(b) then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have
been finally determined for purposes of this Agreement and to represent Parent Net Cash as of the Anticipated Closing Date for purposes of this Agreement.

 (d) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of both Parties shall promptly meet and
attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Parent Net Cash, which agreed upon Parent Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to
represent Parent Net Cash as of the Anticipated Closing Date for purposes of this Agreement.
 (e) If Parent and the Company are unable to
negotiate an agreed-upon determination of Parent Net Cash as of the Anticipated Closing Date pursuant to Section 1.6(d) within three (3) calendar days after delivery of the Dispute Notice (or such other period as
Parent and the Company may mutually agree upon), then Parent and the Company shall jointly select an independent auditor of recognized national standing (the “ Accounting Firm ”) to resolve any remaining disagreements as to
the Net Cash Calculation. Parent shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule, and Parent and the Company shall use commercially
reasonable efforts to cause the Accounting Firm to make its determination within ten (10) calendar days of accepting its selection. The Company and Parent shall be afforded the opportunity to present to the Accounting Firm any material related
to the unresolved disputes and to discuss the issues with the Accounting Firm; provided , however , that no such presentation or discussion shall occur without the presence of a Representative of each of the Company and Parent. The
determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Parent Net Cash made by the Accounting Firm shall be final and binding upon the Parties and shall be
deemed to have been finally determined for purposes of this Agreement and to represent Parent Net Cash as of the Anticipated Closing Date for purposes of this Agreement, and the Parties shall delay the Closing until the resolution of the matters
described in this Section 1.6(e) . The fees and expenses of the Accounting Firm shall be allocated between Parent and the Company in the same proportion that the disputed amount of Parent Net Cash that was unsuccessfully
disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of Parent Net Cash. If this Section 1.6(e) applies as to the determination of Parent Net Cash as of the Anticipated
Closing Date described in Section 1.6(a) , upon resolution of the matter in accordance with this Section 1.6(e) , the Parties shall not be required to determine Parent Net Cash again even though the
Closing Date may occur later than the Anticipated Closing Date, except that either Party may request a re-determination of Parent Net Cash (i) if the Closing Date is more than five (5) Business Days
after the Anticipated Closing Date or (ii) prior to the date that the Parent Board authorizes or approves each Parent Distribution Record Date or the payment of the Parent Distributions in accordance with Section 4.8 .

 6

 1.7 Contingent Value Right . Prior to the Effective Time, Parent shall declare a
distribution (the “ Pre-Closing Distribution ”) to holders of (a) Parent Common Stock, (b) Pre-Funded Warrants (c) Parent
restricted stock units and (d) In the Money Parent Options of one contingent value right (each, a “ CVR ”) for each outstanding (i) share of Parent Common Stock,
 (ii) Pre-Funded Warrant, (iii) Parent restricted stock unit and (iv) In the Money Parent Option held by such holder as of the close of
business on the record date described below, each representing the right to receive contingent payments upon the occurrence of certain events set forth in, and subject to and in accordance with the terms and conditions of, the Contingent Value
Rights Agreement in the form attached hereto as Exhibit D , to be entered into between Parent and Computershare Trust Company, N.A. (the “ Rights Agent ”), with such revisions thereto requested by the Rights Agent that
are not, individually or in the aggregate, materially detrimental to the holders of CVRs and reasonably acceptable to the Company and Parent (the “ CVR Agreement ”). The record date for the
 Pre-Closing Distribution shall be the last Business Day prior to the day on which the Effective Time occurs; provided that the Pre-Closing Distribution may be
conditioned upon the occurrence of the Effective Time. In connection with the Pre-Closing Distribution, Parent shall cause the CVR Agreement to be duly authorized, executed and delivered by Parent and the
Rights Agent.
 1.8 Closing of the Company ’ s Transfer Books . At the Effective Time: (a) all shares of
Company Capital Stock outstanding immediately prior to the Effective Time shall be treated in accordance with Section 1.5(a) , and all holders of certificates or book-entry shares representing shares of Company Capital Stock
that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Capital Stock
outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously
representing any shares of Company Capital Stock outstanding immediately prior to the Effective Time (a “ Company Stock Certificate ”) is presented to the Exchange Agent or to the Surviving Corporation, such Company Stock
Certificate shall be canceled and shall be exchanged as provided in Sections 1.5 and 1.9 .
 1.9 Surrender of
Certificates .
 (a) Prior to the Closing Date, Parent and the Company shall enter into an exchange agent agreement with Computershare
Trust Company, N.A. (the “ Exchange Agent ”), in a form reasonably acceptable to the Company. At the Effective Time, Parent shall deposit with the Exchange Agent, evidence of book-entry shares representing the Parent Common
Stock issuable pursuant to Section 1.5(a) . The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred
to collectively as the “ Exchange Fund .”
 (b) Promptly after the Effective Time, the Parties shall cause the
Exchange Agent to deliver to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration instructions for effecting the surrender of any Company Stock Certificates in
exchange for shares of Parent Common Stock; provided that a holder of uncertificated shares of Company Capital Stock shall not be required to deliver Company Stock Certificates and in lieu thereof, the Exchange Agent

 7

shall receive an “agent’s message” in customary form, with respect to such shares of uncertificated shares of Company Capital Stock. Upon surrender of a Company Stock
Certificate or other reasonable evidence of the ownership of uncertificated Company Capital Stock to the Exchange Agent for exchange, together with such other documents as may be reasonably required by the Exchange Agent or Parent (including a
properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Capital Stock shall be entitled to
receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of
 Section 1.5(a) and (B) such Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.9(b) , each Company Stock Certificate shall be
deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may,
in its discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock
Certificate and post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock
Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company
Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of
Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.9(c) shall be deemed to have been in full satisfaction of
all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates.
 (c) No dividends or other
distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that
such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.9
together with such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property,
escheat or similar Laws, to receive all such dividends and distributions, without interest).
 (d) Any portion of the Exchange Fund that
remains undistributed to holders of Company Capital Stock as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Capital Stock who have not theretofore surrendered their
Company Stock Certificates or uncertificated shares of Company Capital Stock in accordance with this Section 1.9 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any
dividends or distributions with respect to shares of Parent Common Stock.

 8

 (e) No Party to this Agreement shall be liable to any holder of any Company Capital Stock
or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law.

 1.10 Appraisal Rights.

 (a) Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior
to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL (collectively, the “ Dissenting Shares ”) shall
not be converted into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to such Dissenting Shares. Such stockholders shall be entitled to receive payment of the appraised value
of such shares of Company Capital Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by
stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be
deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest, attributable to such Dissenting Shares upon their surrender in the manner provided in
 Sections 1.5 and 1.9 .
 (b) The Company shall give Parent prompt written notice of any demands by dissenting
stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands, and Parent shall have the right to participate
in all negotiations and proceedings with respect to such demands. The Company shall not, except with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to,
or settle or offer to settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing.
 1.11
 Further Action . If, at any time after the Effective Time, any further action is determined by the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full
right, title and possession of and to all rights and property of the Company, then the officers and directors of the Surviving Corporation shall be fully authorized, and shall use their and its commercially reasonable efforts (in the name of the
Company, in the name of Merger Sub, in the name of the Surviving Corporation and otherwise) to take such action.
 1.12 Withholding .
The Parties, the Exchange Agent, the Rights Agent, and Parent’s transfer agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement, the CVR Agreement, the Parent Distributions or any
other dividend or distribution, such amounts as such Person reasonably determines it is required to deduct and withhold under the Code or any other Law with respect to the making of such payment. To the extent that amounts are so deducted and
withheld and paid to the appropriate Governmental Body, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding were made.

 9

 Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 Except as set forth in the corresponding section or subsection of the disclosure letter delivered by the Company to Parent (the
“ Company Disclosure Schedule ”) (it being agreed that (i) the disclosure of any information in a particular section or subsection of the Company Disclosure Schedule shall be deemed disclosure of such
information with respect to any other section or subsection of this Agreement to which the relevance of such information is readily apparent on its face and (ii) where applicable, references to the Company in this
 Section 2 shall include the Company’s Subsidiaries), the Company represents and warrants to Parent and Merger Sub as follows:

 2.1 Organization, Standing and Power .

 (a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware, (ii) has
all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing in each
jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (iii), where the failure to be so qualified or licensed or in
good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

 (b) The Company has previously made available to Parent true and complete copies of the Company’s Third Amended and Restated
Certificate of Incorporation (the “ Company Charter ”) and Amended and Restated Bylaws (the “ Company Bylaws ”), in each case as amended to the date of this Agreement, and each as so delivered is in
full force and effect. The Company is not in violation in any material respects of any provision of the Company Charter or Company Bylaws.

 2.2 Capital Stock .
 (a)
The authorized capital stock of the Company as of the date of this Agreement consists of (i) 285,000,000 shares of Company Class A Common Stock, 13,277,506 of which have been issued and are outstanding as of the date hereof, and 11,749,783
shares of non-voting Common Stock, none of which have been issued and are outstanding as of the date hereof, and (ii) 214,852,680 shares of Company Preferred Stock, of which 84,796,046 shares are designated as
Company Series A Preferred Stock, all of which are issued and outstanding as of the date hereof, 96,345,739 shares are designated as Company Series A-1 Preferred Stock, all of which are issued and outstanding
as of the date hereof, and 33,710,895 shares are designated as Company Series B Preferred Stock, 27,093,652 shares of which are issued and outstanding as of the date hereof. As of the date hereof, no shares of Company Common Stock were held by the
Company in its treasury. All outstanding shares of capital stock of the Company are, and all shares reserved for issuance will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights.
The Company does not have outstanding any bonds,

 10

debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the Company
on any matter. Except as set forth above in this Section 2.2(a) , as of the date hereof, there are no outstanding (A) shares of capital stock or other voting securities or equity interests of the Company,
(B) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of the Company or other voting securities or equity interests of the Company, (C) stock appreciation rights, “phantom”
stock rights, performance units, interests in or rights to the ownership or earnings of the Company or other equity equivalent or equity-based awards or rights, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights
to acquire from the Company, or obligations of the Company to issue, any shares of capital stock of the Company, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting
securities or equity interests of the Company or rights or interests described in the preceding clause (C), or (E) obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or
cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or of which the Company has knowledge with respect to the
holding, voting, registration, redemption, repurchase or disposition of, or that restrict the transfer of, any capital stock or other voting securities or equity interests of the Company.

 (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list, as of the date hereof,
of all holders of rights to purchase or receive shares of Company Class A Common Stock or similar rights (collectively, “ Company Stock Awards ”), indicating as applicable, with respect to each Company Stock Award then
outstanding, the type of award (e.g., incentive stock option, non-statutory stock option, restricted stock unit, etc.), the number of shares of Company Class A Common Stock subject to such Company Stock
Award, the name of the plan under which such Company Stock Award was granted, the date of grant, exercise or purchase price, vesting schedule, payment schedule (if different from the vesting schedule) and expiration thereof. Each Company Option was
granted with a per share exercise price that was not less than the fair market value of a share of Company Class A Common Stock on the date such Company Option was granted and is exempt from the requirements of Section 409A of the Code.
The Company has made available to Parent a true and complete copy of the forms of all award agreements evidencing outstanding Company Stock Awards. The Company does not sponsor, maintain or administer any employee or director stock option, stock
purchase or equity compensation plan or arrangement other than the Company Benefit Plans. As of the date hereof, the Company is under no obligation to issue shares of Company Class A Common Stock pursuant to any employee or director stock
option, stock purchase or equity compensation plan or arrangement, other than in connection with the exercise of outstanding Company Stock Awards.

 2.3 Subsidiaries . Section 2.3 of the Company Disclosure Schedule sets forth a true and complete list of each
Subsidiary of the Company, including its jurisdiction of incorporation or formation. Each of the Company’s Subsidiaries (a) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its
organization, (b) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (c) is duly qualified or licensed to do business and is in good
standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the

 11

case of clause (c), where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company
Material Adverse Effect. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Company, free and clear of all Encumbrances other than Permitted
Encumbrances of the Company and its Subsidiaries. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any equity, membership interest, partnership interest,
joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any current or prospective obligation to form or participate in, provide funds to,
make any loan, capital contribution, guarantee, credit enhancement or other investment in any Person. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or
other obligations of, any general partnership, limited partnership or other Entity.
 2.4 Authority .

 (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and,
subject to the receipt of the Required Company Stockholder Vote and the Company Charter Amendment, to consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the
Company of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate
the Merger and the other Contemplated Transactions, subject, in the case of the consummation of the Merger, to the receipt of the Required Company Stockholder Vote. This Agreement has been duly executed and delivered by the Company and, assuming the
due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to the Enforceability Exceptions).

 (b) The Company Board, by unanimous written consent duly adopted resolutions (i) determining that the terms of this Agreement, the
Merger and the other Contemplated Transactions are fair to and in the best interests of the Company’s stockholders, (ii) approving and declaring advisable this Agreement and the Contemplated Transactions, including the Merger,
(iii) directing that this Agreement be submitted to the stockholders of the Company for adoption, and (iv) resolving to recommend that the Company’s stockholders vote in favor of the adoption of this Agreement and the Contemplated
Transactions, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.
 (c) The
affirmative vote (or written consent) of (i) the holders of at least fifty-five percent (55%) of the outstanding shares of Company Preferred Stock, voting together as a single class, and on an
 as-converted basis, and (ii) a majority of the outstanding shares of Company Preferred Stock and Company Class A Common Stock, voting together as a single class and on an as converted to Company
Class A Common Stock basis (the “ Required Company Stockholder Vote ”) and the Investor Agreement Termination Consent, are the only votes of the holders of any class or series of the Company Capital Stock
or other Company securities required in connection with the consummation of the Merger and the other Contemplated Transactions

 12

(except with respect to the Concurrent Financing). Other than the Required Company Stockholder Vote and the Investor Agreement Termination Consent (and except with respect to the Concurrent
Financing), no vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the Contemplated Transactions to be consummated by the Company.

 2.5 No Conflict; Consents and Approvals .

 (a) Subject to obtaining the Required Company Stockholder Vote, the execution, delivery and performance of this Agreement by the Company does
not, and the consummation of the Merger and the other Contemplated Transactions and compliance by the Company with the provisions hereof will not, contravene, conflict with, or result in any violation or breach of, or default (with or without notice
or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any pledge, claim, lien, charge,
option, right of first refusal, encumbrance or security interest of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively,
“ Encumbrances ”) in or upon any of the properties, assets or rights of the Company under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or
approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, (ii) any Company Material Contract to which the Company is a party or by which the Company or any of its properties or assets may be bound or
(iii) subject to the governmental filings and other matters referred to in Section 2.5(b) , any material Law applicable to the Company or by which the Company or any of its properties or assets may be bound, except as,
in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

 (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Body is
required by or with respect to the Company in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger and the other Contemplated Transactions or compliance with the
provisions hereof, except for (i) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the Contemplated Transactions, (ii) such other
filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws or Nasdaq, (iii) the filing of
the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) as may be required under applicable Antitrust Laws and (v) such other consents, approvals, orders, authorizations, registrations, declarations,
filings or notices the failure of which to be obtained or made, individual or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

 13

 2.6 Financial Statements .

 (a) The Company has made available to Parent true and complete copies of (i) the audited financial statements of the Company as of
December 31, 2024 and (ii) the unaudited financial statements of the Company as of December 31, 2025 (the “ Company Financial Statements ”). The Company Financial Statements (i) are correct and complete in
all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with GAAP (except for, in the case of unaudited statements, the absence of related notes) and
(iii) fairly present, in all material respects, the financial position, of the Company as at the dates thereof and the Company’s respective consolidated results of operations and cash flows for the periods then ended, except as otherwise
noted therein and subject, in the case of any unaudited financial statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material.

 (b) The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance
with sound accounting practice.
 (c) The Company maintains a system of internal accounting controls consistent with the practices of
similarly situated private companies designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of the financial statements of the Company in conformity with GAAP and to maintain accountability of the Company’s assets, (iii) access to the Company’s assets is permitted only in accordance with
management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is compared with the existing assets at regular intervals and appropriate action is taken with respect to any differences.
The Company maintains internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

 (d) Since the Company’s inception, the Company has not identified (i) any significant deficiency or material weakness in the
design or operation of the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company, the Company’s management, other employees or advisors who have a role in the
preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the foregoing.

 2.7 No Undisclosed Liabilities . As of the date hereof, the Company does not have any liabilities or obligations of any nature, whether
accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, except (a) to the extent accrued or reserved against in the
balance sheet of the Company as of March 31, 2026 (the “ Company Balance Sheet ”), (b) for liabilities and obligations incurred by the Company in the Ordinary Course of Business since the date of the Company Balance
Sheet, (c) liabilities and obligations related to the performance of obligations of the Company under Company Material Contracts, (d) liabilities and obligations incurred in connection with the Contemplated Transactions and
(e) liabilities and obligations that are not material to the Company.

 14

 2.8 Absence of Certain Changes or Events . From the date of the Company Balance Sheet
to the date hereof, except in connection with the execution of this Agreement and the consummation of the Contemplated Transactions, (x) the Company has conducted its business only in the Ordinary Course of Business; (y) there has not been
any change, event or development or prospective change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; and (z) the Company has not:

 (a) (i) declared, set aside or paid any dividends on, or made any other distributions (whether in cash, stock or property) in respect
of, any of its capital stock or other equity interests, (ii) purchased, redeemed or otherwise acquired shares of capital stock or other equity interests of the Company or any options, warrants, or rights to acquire any such shares or other
equity interests, or (iii) split, combined, reclassified or otherwise amended the terms of any of its capital stock or other equity interests or issued or authorized the issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock or other equity interests;
 (b) amended or otherwise changed, or authorized or proposed to
amend or otherwise change, its certificate of incorporation or by-laws (or similar organizational documents) except as required to give effect to the Contemplated Transactions;

 (c) adopted or entered into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or reorganization or
effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated
Transactions;
 (d) entered into any material transaction in connection with the Contemplated Transactions;

 (e) acquired any material asset or sold, leased or otherwise irrevocably disposed of any of its material assets or properties, or granted any
Encumbrance (other than Permitted Encumbrances) with respect to such assets or properties;
 (f) sold, assigned, transferred, licensed,
sublicensed or otherwise disposed of any material Intellectual Property owned or purported to be owned by, assigned to, or exclusively licensed by, the Company, except for the grant of non-exclusive licenses
to such Intellectual Property in the Ordinary Course of Business;
 (g) changed its financial or Tax accounting methods, principles or
practices, except insofar as may have been required by a change in GAAP or applicable Law, or revalued any of its material assets; or

 (h) agreed, resolved or committed to do any of the foregoing.

 2.9 Litigation . As of the date hereof, there is no Legal Proceeding (or basis therefor) pending or, to the knowledge of the Company,
threatened against the Company, its properties or assets, or any present or former officer, director or employee of the Company in such individual’s capacity as such, other than any Legal Proceeding that (a) does not involve an amount in
controversy in excess of $500,000 and (b) does not seek material injunctive or other

 15

nonmonetary relief. Neither the Company nor any of its properties or assets is subject to any outstanding judgment, order, injunction, rule or decree of any Governmental Body. There is no Legal
Proceeding pending or, to the knowledge of the Company, threatened seeking to prevent, hinder, modify, delay or challenge the Merger or any of the other Contemplated Transactions.

 2.10 Compliance with Laws . The Company is, and since January 1, 2023 has been, in compliance in all material respects with all
Laws applicable to its businesses, operations, properties or assets. The Company has not received, since January 1, 2023, a notice or other written communication alleging or relating to a possible material violation of any Law applicable to its
businesses, operations, properties, assets or Company Products (as defined below). The Company has in effect all material permits, licenses, variances, exemptions, applications, approvals, clearances, authorizations, registrations, formulary
listings, consents, operating certificates, franchises, orders and approvals (collectively, “ Permits ”) of all Governmental Bodies necessary for it to own, lease or operate its properties and assets and to carry on its
businesses and operations as now conducted, and there has occurred no material violation of, material default (with or without notice or lapse of time or both) or other event that would give others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit, nor would any such revocation, non-renewal, adverse
modification or cancellation result from the consummation of the Contemplated Transactions.
 2.11 Health Care Regulatory Matters .

 (a) The Company, and to the knowledge of the Company, each of its directors, officers, employees, agents (while acting in such
capacity), contract manufacturers, contract research organizations and clinical investigators is, and since January 1, 2023 has been, in material compliance with all health care Laws to the extent applicable to the Company or any of its product
candidates or activities, including, but not limited to the following: (i) the Federal Food, Drug & Cosmetic Act; (ii) the Public Health Service Act (42 U.S.C. § 201 et seq.); (iii) fraud and abuse Laws such as the federal
Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); the civil monetary penalties law (42 U.S.C. § 1320a-7a); the civil False Claims Act (31 U.S.C. § 3729 et
seq.); the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)); the Criminal Health Care Fraud Statute (18 U.S.C. § 1347); (iv) the exclusion laws (42 U.S.C. § 1320a-7); and (v) any Laws regulating the ownership, testing, research, development, manufacture, quality, safety, accreditation, packaging, storage, use, distribution, labeling, promotion, sale, offer for
sale, import, export or disposal of pharmaceutical products, including licensure required for any such activities (“ Health Care Laws ”). The Company has not engaged in any voluntary disclosure or self-disclosure to any
Governmental Body concerning any alleged, potential or actual non-compliance with any applicable Health Care Laws, and to the Company’s knowledge no such self-disclosure to any Governmental Body is
warranted. To the knowledge of the Company, there are no other facts or circumstances that reasonably would be expected to give rise to any material liability under any Health Care Laws.

 (b) The Company is not party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar
agreements with or imposed by any Governmental Body.

 16

 (c) All applications, notifications, submissions, information and reports submitted in
connection with any and all requests for a Permit from the U.S. Food and Drug Administration (“ FDA ”) or other Governmental Body relating to products that are regulated as drugs, biologics, or other medical products under
Health Care Laws, including the drug and biological candidates, compounds or products being researched, tested, stored, developed, labeled, manufactured, packed and/or distributed by the Company (“ Company Products ”),
including, without limitation, investigational new drug applications, when submitted to the FDA or other Governmental Body were true, complete and correct in all material respects as of the date of submission and any necessary or required updates,
changes, corrections or modification to such applications, submissions, information and data have been submitted to the FDA or other Governmental Body. The Company does not have knowledge of any facts or circumstances that would be reasonably likely
to lead to the revocation, suspension, limitation, or cancellation of a material Permit required under Health Care Laws.
 (d) All
preclinical studies and clinical trials conducted by or, to the knowledge of the Company, on behalf of the Company have been since January 1, 2023, and if still pending are being, conducted in material compliance with research protocols and all
applicable Health Care Laws. To the Company’s knowledge, no clinical trial conducted by or on behalf of the Company has been conducted using any clinical investigators who have been disqualified, debarred or excluded from healthcare programs.
Since January 1, 2023, no clinical trial conducted by or on behalf of the Company has been terminated or suspended prior to completion, and no clinical investigator who has participated or is participating in, or institutional review board that
has or has had jurisdiction over, a clinical trial conducted by or on behalf of the Company has placed a partial or full clinical hold order on, or otherwise terminated, delayed or suspended, such a clinical trial at a clinical research site based
on an actual or alleged lack of safety or efficacy of any Company Product or a failure to conduct such clinical trial in compliance with applicable Health Care Laws.

 (e) All manufacturing operations conducted by or, to the knowledge of the Company, for the benefit of the Company have been and are being
conducted in material compliance with all Permits and all applicable Health Care Laws.
 (f) The Company has not received any written
communication from any Governmental Body that relates to an alleged material violation of any Health Care Laws, including any notification of any pending or threatened claim, suit, proceeding, hearing, enforcement, investigation, arbitration, import
detention or refusal, FDA Warning Letter or Untitled Letter, or any similar action by a Governmental Body relating to any Health Care Laws.

 (g) There have been no seizures, withdrawals, recalls, detentions, or suspensions of manufacturing, testing, or distribution relating to the
Company Products required or requested by a Governmental Body, or other notice of action relating to an alleged lack of safety, efficacy, or regulatory compliance of the Company Products, or any adverse experiences relating to the Company Products
that have been reported to FDA or another Governmental Body (“ Company Safety Notices ”), and, to the knowledge of the Company, there are no facts or circumstances that reasonably would be expected to give rise to a Company
Safety Notice.

 17

 (h) Neither the Company, nor, to the knowledge of the Company, any officer, employee or
agent of the Company has made an untrue statement of a material fact or fraudulent or misleading statement to a Governmental Body, failed to disclose a material fact required to be disclosed to a Governmental Body, or committed an act, made a
statement, or failed to make a statement that would reasonably be expected to provide a basis for the FDA to invoke its policy respecting the “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set
forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto (the “ FDA Ethics Policy ”). Neither the Company, nor, to the knowledge of the Company, any officer, employee or agent of the Company is or has been
under investigation resulting from any allegedly untrue, fraudulent, misleading, or false statement or omission, including data fraud, or had any action pending or threatened relating to the FDA Ethics Policy.

 (i) All reports, documents, claims, Permits and notices required to be filed, maintained or furnished to the FDA or any Governmental Body by
the Company have been so filed, maintained or furnished, except where failure to file, maintain or furnish such reports, documents, claims, Permits or notices has not had and would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect. All such reports, documents, claims, Permits and notices were true and complete in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing).

 (j) Neither the Company nor, to the knowledge of the Company, any officer, employee, or agent of the Company has been convicted of any crime
or engaged in any conduct that has resulted, or would reasonably be expected to result, in listing on the General Services Administrative System for Award Management or other published list of parties excluded from federal procurement programs and non-procurement programs or in debarment under applicable Law or, including, without limitation, 21 U.S.C. § 335a, or exclusion under 42 U.S.C. § 1320a-7, or any
other statutory provision or similar law applicable in other jurisdictions in which the Company Products are sold or intended to be sold. Neither the Company nor, to the knowledge of the Company, any officer, employee or agent of the Company, has
been excluded from participation in any federal health care program or convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in any federal health care program under Section 1128 of the
Social Security Act of 1935, or any similar Health Care Law or program.
 (k) The Company is not, and has not been, a “business
associate,” “covered entity,” or “subcontractor” under Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information Technology for Economic and
Clinical Health Act (42 U.S.C. § 17921 et seq.) (“ HIPAA ”) as those terms are defined in 42 C.F.R. § 160.103 and, since January 1, 2023, has been in material compliance with any Privacy Laws applicable to
health information, including HIPAA, in the Company’s possession to the extent applicable to the Company.

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 2.12 Benefit Plans .

 (a) Section 2.12(a) of the Company Disclosure Schedule contains a true and complete list of each material Company
Benefit Plan (other than (i) form equity award agreements and awards made pursuant to such form(s), (ii) offer letters, employment agreements or contracts that may be terminated by the Company without notice and do not contain any severance,
change in control, retention bonus, or vesting acceleration provisions, and (iii) consultant contracts or arrangements that may be terminated by the Company with no more than 30 days’ notice without penalty). For purposes of this
Agreement, “ Company Benefit Plan ” means each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA), and each stock purchase, stock option, phantom stock or other
equity-based plan or award, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation, supplemental retirement, health, life, or
disability insurance, dependent care and each other employee benefit and compensation plan, agreement, program, policy or other arrangement, whether or not subject to ERISA, whether formal or informal, written or oral, legally binding or not, under
which any current or former employee, director or individual consultant of the Company (or any of their dependents) has any present or future right to compensation or benefits or the Company sponsors or maintains, is making contributions to or has
any present or future liability or obligation (contingent or otherwise) or with respect to which it is otherwise bound. The Company has provided or made available to Parent a current, accurate and complete copy of each material Company Benefit Plan,
or if such Company Benefit Plan is not in written form, a written summary of all of the material terms of such Company Benefit Plan.
 (b)
Neither the Company nor any member of its Controlled Group (defined as any organization which is, or was at the applicable time, a member of a controlled, affiliated or otherwise related group of entities within the meaning of Code
Section 414(b), (c), (m) or (o)) has ever sponsored, maintained, contributed to or been required to contribute to or incurred any liability (contingent or otherwise) with respect to: (i) a “multiemployer plan” (within the
meaning of ERISA section 3(37)), (ii) an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA (“ Pension Plan ”) that is subject to Title IV of ERISA or Section 412 of the Code,
or (iii) a Pension Plan which is a “multiple employer plan” as defined in Section 413 of the Code.
 (c) With
respect to the Company Benefit Plans:
 (i) each Company Benefit Plan complies in all material respects with its terms and with the
applicable provisions of ERISA and the Code and all other applicable legal requirements;
 (ii) each Company Benefit Plan intended to be
qualified under Section 401(a) of the Code is so qualified and has received a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and nothing has occurred to the knowledge of the Company
since the date of such letter that would reasonably be expected to result in the loss of the sponsor’s ability to rely upon such letter or of the qualified status of such Company Benefit Plan;

 (iii) there is no material Legal Proceeding (including any investigation, audit or other administrative proceeding) by the Department of
Labor, the Pension Benefit Guaranty Corporation (the “ PBGC ”), the IRS or any other Governmental Body or by any plan participant or beneficiary pending, or to the knowledge of the Company, threatened, relating to the Company
Benefit Plans (other than routine claims for benefits);

 19

 (iv) none of the Company Benefit Plans currently provides or represents any liability to
provide post-termination or retiree welfare benefits to any person for any reason, except as may be required by Section 601 et seq. of ERISA and Section 4980B(b) of the Code or other applicable similar law regarding health care coverage
continuation (collectively, “ COBRA ”), and none of the Company or any members of its Controlled Group has any liability to provide post-termination or retiree welfare benefits to any person or ever represented, promised or
contracted to any employee or former employee of the Company (either individually or to Company employees as a group) or any other person that such employee(s) or other person would be provided with post-termination or retiree welfare benefits,
except to the extent required by statute or except with respect to a contractual obligation to reimburse any premiums such person may pay in order to obtain health coverage under COBRA;

 (v) each Company Benefit Plan is subject exclusively to United States Law; and

 (vi) the execution and delivery of this Agreement and the consummation of the Merger will not, either alone or in combination with any other
event, (A) entitle any current or former employee, officer, director or individual consultant of the Company to severance pay or any other termination payment or other compensation or benefits, (B) accelerate the time of payment or
vesting, or increase the amount of or otherwise enhance any benefit due to any such employee, officer, director or consultant or (C) result in a requirement to fund or set aside assets with respect to any Company Benefit Plan.

 (d) The Company is not a party to any agreement, Contract, arrangement or plan (including any Company Benefit Plan) that may reasonably be
expected to result, separately or in the aggregate, in connection with the Contemplated Transactions (either alone or in combination with any other events), in the payment of any “parachute payments” within the meaning of
Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company is a party or by which the Company is otherwise bound to compensate any person in respect of Taxes or other liabilities incurred with respect to
Section 409A or 4999 of the Code.
 2.13 Labor and Employment Matters .

 (a) The Company is and, since January 1, 2023, has been, in compliance in all material respects with all applicable Laws relating to
labor and employment, including those relating to employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits,
 non-discrimination in employment, workers’ compensation, unemployment compensation, equal employment opportunity, discrimination, harassment, employee and contractor classification, and continuation
coverage with respect to group health plans. Since January 1, 2023, there has not been, and as of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any labor dispute, work stoppage, labor strike or
lockout against the Company by employees.

 20

 (b) No employee of the Company is covered by an effective or pending collective bargaining
agreement or similar labor agreement. To the knowledge of the Company, there has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of the Company. There are no (i) unfair
labor practice charges or complaints against the Company pending before the National Labor Relations Board or any other labor relations tribunal or authority and, to the knowledge of the Company, no such representations, claims or petitions are
threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against the Company that arose
out of or under any collective bargaining agreement.
 (c) To the knowledge of the Company, as of the date hereof, no current officer of
the Company intends to, terminate his or her employment relationship with the Company in connection with or as a result of the Merger.

 (d) Since the Company’s inception, (i) the Company has not effectuated a “plant closing” (as defined in the Worker
Adjustment Retraining and Notification Act of 1988 (the “ WARN Act ”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred
a “mass layoff” (as defined in the WARN Act) in connection with the Company affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) the Company has not
engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. The Company currently properly classifies and since its inception has classified its employees as exempt or
nonexempt in accordance with applicable overtime laws, and no person treated as an independent contractor or consultant by the Company since its inception should have been classified as an employee under applicable Law, except where such action
would not, individually or in the aggregate, result in the Company incurring a material liability.
 (e) With respect to any current or
former employee, officer, consultant or other service provider of the Company, there are no Legal Proceedings against the Company pending, or to the Company’s knowledge, threatened to be brought or filed, in connection with the employment or
engagement of any current or former employee, officer, consultant or other service provider of the Company, including, without limitation, any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification
or any other employment-related matter arising under applicable Laws, except where such action would not, individually or in the aggregate, result in the Company incurring a material liability.

 (f) Except with respect to any Company Benefit Plan (which subject is addressed in Section 2.12 above), the
execution of this Agreement and the consummation of the transactions set forth in or contemplated by this Agreement will not result in any breach or violation of, or cause any payment to be made under, any applicable Laws respecting labor and
employment or any collective bargaining agreement to which the Company is a party.
 (g) Since January 1, 2023, (i) no allegations of
workplace sexual harassment, discrimination or other material misconduct have been made, initiated, filed or, to the knowledge of the Company, threatened against the Company or any of its respective current or former directors, officers or
senior-level management employees, (ii) to the knowledge of the Company, no incidents of any such workplace sexual harassment, discrimination or other material misconduct have occurred, and (iii) the Company has not entered into any
settlement agreement related to allegations of sexual harassment, discrimination or other material misconduct by any of its directors, officers or employees described in clause (i).

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 2.14 Environmental Matters .

 (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect,
(i) the Company has conducted its businesses in compliance with all, and has not violated any, applicable Environmental Laws; (ii) the Company has obtained all Permits of all Governmental Bodies and any other Person that are required under
any Environmental Law; (iii) there has been no release of any Hazardous Substance by the Company or any other Person in any manner that has given or would reasonably be expected to give rise to any remedial or investigative obligation,
corrective action requirement or liability of the Company under applicable Environmental Laws; (iv) the Company has not received any claims, notices, demand letters or requests for information (except for such claims, notices, demand letters or
requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any federal, state, local, foreign or provincial Governmental Body or any other Person asserting that the Company is in violation of, or
liable under, any Environmental Law; (v) no Hazardous Substance has been disposed of, arranged to be disposed of, released or transported in violation of any applicable Environmental Law, or in a manner that has given rise to, or that would
reasonably be expected to give rise to, any liability under any Environmental Law, in each case, on, at, under or from any current or former properties or facilities owned or operated by the Company or as a result of any operations or activities of
the Company at any location and, to the knowledge of the Company, Hazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in
liability to the Company under any Environmental Law; and (vi) neither the Company nor any of its respective properties or facilities are subject to, or are threatened to become subject to, any liabilities relating to any suit, settlement,
court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law or any agreement relating to environmental liabilities.

 (b) As used herein, “ Environmental Law ” means any Law relating to (i) the protection, preservation or
restoration of the environment (including air, surface water, groundwater, drinking water supply, surface and subsurface soils and strata, wetlands, plant and animal life or any other natural resource) or (ii) the exposure to, or the use,
storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances.

 (c) As used herein, “ Hazardous Substance ” means any substance listed, defined, designated, classified or regulated
as a waste, pollutant or contaminant or as hazardous, toxic, radioactive or dangerous or any other term of similar import under any Environmental Law, including but not limited to petroleum.

 22

 2.15 Taxes .

 (a) The Company and each of its Subsidiaries has (i) timely filed all income and other material Tax Returns required to be filed by or
on behalf of it (taking into account any applicable extensions thereof) and all such Tax Returns are true, accurate and complete in all material respects; and (ii) timely paid in full (or caused to be timely paid in full) all material Taxes
that are due and payable, whether or not such Taxes were shown as due on such Tax Returns.
 (b) All material Taxes not yet due and
payable by the Company or any of its Subsidiaries as of the date of the Company Balance Sheet have been, in all material respects, properly accrued in accordance with GAAP on the Company Balance Sheet, and such Company Balance Sheet reflects an
adequate reserve (in accordance with GAAP) for all material Taxes accrued but unpaid by the Company and each of its Subsidiaries through the date of the Company Balance Sheet. Since the date of the Company Balance Sheet, neither the Company nor any
of its Subsidiaries has incurred, individually or in the aggregate, any liability for Taxes outside the Ordinary Course of Business.
 (c)
Neither the Company nor any of its Subsidiaries has executed any waiver of any statute of limitations on, or extended the period for the assessment or collection of, any material amount of Tax, in each case that has not since expired.

 (d) No material audits or other investigations, proceedings, claims, assessments or examinations by any Governmental Body (each, a
“ Tax Action ”) with respect to Taxes or any Tax Return of the Company or any of its Subsidiaries are presently in progress or have been asserted, threatened or proposed in writing, other than any such assertion, threat or
proposal that has been settled or withdrawn. No deficiencies or claims for a material amount of Taxes have been claimed, proposed, assessed or asserted in writing against the Company or any of its Subsidiaries by a Governmental Body, other than any
such claim, proposal, assessment or assertion that has been satisfied by payment in full, settled or withdrawn.
 (e) The Company and each
of its Subsidiaries have timely withheld or deducted all material Taxes required to have been withheld or deducted from payments made (or deemed made) to their employees, independent contractors, creditors, shareholders and other third parties and,
to the extent required, such material Taxes have been timely paid to the relevant Governmental Body.
 (f) Neither the Company nor any of
its Subsidiaries has engaged in a “listed transaction” as set forth in Treasury Regulations §1.6011-4(b).

 (g) Neither the Company nor any of its Subsidiaries (i) is a party to or bound by, nor has any liability pursuant to, any Tax sharing,
allocation, indemnification or similar agreement or obligation, other than any such agreement or obligation which is a customary commercial agreement or obligation entered into in the Ordinary Course of Business with vendors, lessors, lenders or the
like the primary purpose of which is not Taxes (each, an “ Ordinary Course Agreement ”); (ii) is or has ever been a member of a group (other than a group the common parent of which is the Company) filing a consolidated,
combined, affiliated, unitary or similar income Tax Return; (iii) has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) pursuant to Treasury Regulations §
 1.1502-6 (or any similar provision of state, local or non-U.S. Law) as a transferee or successor, by Contract (other than Ordinary Course Agreements) or otherwise by
operation of Law; and (iv) is or has ever been treated as a resident for any income Tax purpose, or as subject to Tax by virtue of having a permanent establishment, an office or fixed place of business, in any country other than the country in
which it was or is organized.

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 (h) No private-letter rulings, technical advice memoranda, or similar material agreements
or rulings related to Taxes have been requested in writing, entered into or issued by any taxing authority with respect to the Company or any of its Subsidiaries which rulings remain in effect.

 (i) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item
of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) a change in method of accounting requested or initiated, or use of improper method of accounting, on or prior to the
Closing Date, (ii) a “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (iii) an installment sale or
open-transaction disposition made on or prior to the Closing Date, (iv) any deferred intercompany gain or excess-loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of
state, local or foreign income Tax Law), (v) an election under Section 965 of the Code, or (vi) the application of Section 951 or 951A of the Code with respect to income earned or recognized or payments received prior to the Closing.

 (j) There are no Encumbrances for Taxes upon any of the assets of the Company or any of its Subsidiaries other than Encumbrances
described in clause (i) of the definition of Permitted Encumbrances.
 (k) Neither the Company nor any of its Subsidiaries has
distributed stock of another Person or has had its stock distributed by another Person, in a transaction (or series of transactions) that was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.

 (l) Neither the Company nor any of its Subsidiaries has been a United States real property holding corporation, as defined in
Section 897(c)(2) of the Code, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
 (m) No material
claim has been made in writing by any Governmental Body in a jurisdiction where the Company or any of its Subsidiaries has not paid a specific Tax or filed a specific Tax Return that the Company or any of its Subsidiaries is or may be required to
pay such Tax or file such Tax Return by such jurisdiction.
 (n) Section 2.15(n) of the Company Disclosure
Schedule sets forth the entity classification of the Company and each of its Subsidiaries for U.S. federal income tax purposes. Neither the Company nor any of its Subsidiaries has made an election or taken any other action to change its federal and
state income tax classification from such classification.
 (o) To the Company’s knowledge, the Company has not been, is not, and
immediately prior to the Effective Time will not be, treated as an “investment company” within the meaning of Section 368(a)(2)(F) of the Code.

 24

 (p) Neither the Company nor any of its Subsidiaries has taken any action (or agreed to take
any action) nor does it know of any fact or circumstance that would reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax Treatment.

 2.16 Contracts .

 (a) Section 2.16(a) of the Company Disclosure Schedule lists the following Contracts (other than Company Benefit
Plans and Excepted Contracts): (a) to which the Company is a party; (b) by which the Company or any Intellectual Property owned or purported to be owned by, assigned to, or exclusively licensed by, the Company or any other asset of the Company
is or may become bound or under which the Company has, or may become subject to, any obligation; or (c) under which the Company has or may acquire any right or interest, in effect as of the date of this Agreement (all such Contracts,
“ Company Material Contracts ”):
 (i) each Contract relating to the disposition or acquisition of material assets
or any ownership interest in any entity, except as contemplated hereby, in each case, involving payments in excess of $500,000 after the date of this Agreement;

 (ii) each Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or
instruments relating to the borrowing of money or extension of credit in excess of $500,000 or creating any material Encumbrances with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company;

 (iii) each Contract requiring payment by or to the Company after the date of this Agreement in excess of $500,000 in the aggregate in
the current calendar year or any future calendar year pursuant to its express terms relating to: (A) any agreement under which a third party is granted rights related to the sale or distribution of any Company Product (identifying any that
contain exclusivity provisions); (B) any agreement (other than a Company Benefit Plan) involving provision of services with respect to any pre-clinical or clinical development activities of the Company;
(C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, or other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any
agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company; or (D) any Contract under which any third party provides any services relating
to the manufacture (in whole or in part) of any Company Product, in each case, except for Contracts entered into in the Ordinary Course of Business;

 (iv) each Company In-bound License;

 (v) each Company Out-bound License;

 (vi) each Contract requiring the payment of any royalty, dividend or similar arrangement based on the revenues or profits of the Company;

 25

 (vii) any other Contract that is not terminable at will (with no explicit termination
penalty) by the Company and which involves payment or receipt by the Company after the date of this Agreement under any such Contract of more than $500,000 in the aggregate, or obligations after the date of this Agreement in excess of $500,000 in
the aggregate; and
 (viii) other than any Contract identified in Section 2.16(a)(i)-(vii) , each Contract that
would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act), with respect to the Company (assuming the Company was subject to the
requirements of the Exchange Act).
 (b) (i) Each Company Material Contract is valid and binding on the Company and to the knowledge
of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms; (ii) the Company, and, to the knowledge of the Company, each other party thereto, has performed all material obligations
required to be performed by it under each Company Material Contract; and (iii) there is no material default under any Company Material Contract by the Company or, to the knowledge of the Company, any other party thereto, and no event or
condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or, to the knowledge of the Company, any other party thereto under any such Company Material
Contract, nor has the Company received written notice of any such material default, event or condition. The Company has made available to Parent true and complete copies of all Company Material Contracts, including all amendments thereto.

 2.17 Insurance . The Company is covered by valid and currently effective insurance policies issued in favor of the Company that are
customary and adequate for companies of similar size in the industries and locations in which the Company operates. Section 2.17 of the Company Disclosure Schedule sets forth, as of the date hereof, a true and complete list
of all material insurance policies issued in favor of the Company, or pursuant to which the Company is a named insured or otherwise a beneficiary, as well as any historic incurrence-based policies still in force. With respect to each such insurance
policy, (a) such policy is in full force and effect and all premiums due thereon have been paid, (b) the Company is not in breach or default, and has not taken any action or failed to take any action which (with or without notice or lapse
of time, or both) would constitute such a breach or default, or would permit termination or modification of, any such policy and (c) to the knowledge of the Company, no insurer issuing any such policy has been declared insolvent or placed in
receivership, conservatorship or liquidation. No notice of cancellation or termination has been received with respect to any such policy, nor, to the knowledge of the Company, will any such cancellation or termination result from the consummation of
the Contemplated Transactions.
 2.18 Properties .

 (a) The Company has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all
of its real properties and tangible assets that are necessary for the Company to conduct its business as currently conducted, free and clear of all Encumbrances other than: (i) Encumbrances for current Taxes and assessments not yet past due or
the amount or validity of which is being contested in good faith by appropriate

 26

proceedings; (ii) minor liens that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) materially detract from the value of the assets or
properties subject thereto or materially impair the operations of the Company; (iii) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (iv) deposits or pledges made in connection
with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Law; (v) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Encumbrances arising in
the Ordinary Course of Business; (vi) non-exclusive licenses of rights to Intellectual Property granted in the Ordinary Course of Business, which do not (in any case or in the aggregate) materially
detract from the value of the rights to Intellectual Property subject thereto; and (vii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued
ownership, use and operation of the assets to which they relate in the business of the Company as currently conducted (“ Permitted Encumbrances ”). Except as has not had and would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect on the Company, the tangible personal property currently used in the operation of the business of the Company is in good working order (reasonable wear and tear excepted).

 (b) The Company has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except
for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company enjoys peaceful and undisturbed
possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

 (c) Section 2.18(c) of the Company Disclosure Schedule sets forth a true and complete list of (i) all real
property owned by the Company and (ii) all real property leased for the benefit of the Company.
 (d) This
 Section 2.18 does not relate to intellectual property, which is the subject of Section 2.19 .

 2.19 Intellectual Property .

 (a) Section 2.19(a) of the Company Disclosure Schedule sets forth a true and complete list of all (i) material
patents and patent applications; (ii) material trademark registrations and applications; and (iii) material copyright registrations and applications, in each case owned by the Company (collectively, “ Company Registered
IP ”), and a true and complete list of all domain names owned or exclusively licensed by the Company. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse
Effect (A) all of the Company Registered IP is subsisting and, in the case of any Company Registered IP that is registered or issued and to the knowledge of the Company, valid and enforceable, (B) no Company Registered IP is involved in
any interference, reissue, derivation, reexamination, opposition, cancellation or similar proceeding and, to the knowledge of the Company, no such action is threatened with respect to any of the Company Registered IP and (C) the Company owns
exclusively, free and clear of any and all Encumbrances (other than Permitted Encumbrances), all Company Owned IP, including all Intellectual Property created on behalf of the Company by its employees or independent contractors.

 27

 (b) Section 2.19(b) of the Company Disclosure Schedule accurately
identifies all Contracts pursuant to which any material Intellectual Property is licensed to the Company by any third party or any third party has granted to the Company a covenant not to sue with respect to any material Intellectual Property (other
than (i) any non-customized software that (A) is so licensed solely in executable or object code form pursuant to a nonexclusive, internal-use software license
and other Intellectual Property associated with such software and (B) is not incorporated into any of the Company’s products, (ii) any Intellectual Property licensed on a nonexclusive basis where the license is incidental to the
primary purpose of the relevant Contract or the provision of services to the Company, (iii) any material transfer agreements, research agreements, clinical trial agreements, services agreements,
 non-disclosure agreements or confidentiality agreements, or off the-shelf software licenses or generally-available patent license agreements and (iv) agreements
between Company and its employees in Company’s standard form thereof) (each a “ Company In-bound License ,” and the underlying Intellectual Property, the “ Company
Licensed IP ”).
 (c) Section 2.19(c) of the Company Disclosure Schedule accurately identifies each
Contract pursuant to which any Person has been granted any license or covenant not to sue under, any Company Owned IP or Company Licensed IP (other than (i) any material transfer agreements, research agreements, clinical trial agreements,
services agreements, non-disclosure agreements or confidentiality agreements and (ii) any Company Owned IP or Company Licensed IP nonexclusively licensed in the Ordinary Course of Business and that does
not grant any commercial rights to any Company Product) (each a “ Company Out-bound License ”).

 (d) To the knowledge of the Company, the Company Owned IP and the Company Licensed IP constitutes all Intellectual Property necessary for
Company to conduct its business as currently conducted; provided , however , that the foregoing representation is not a representation with respect to non-infringement of Intellectual Property.

 (e) The Company has taken commercially reasonable measures to maintain the confidentiality of all information that constitutes or
constitute a material trade secret of the Company, including requiring all Persons having access thereto to execute written non-disclosure agreements or assume other binding obligations to maintain
confidentiality of such information.
 (f) Except as, individually or in the aggregate, has not had and would not reasonably be expected
to have a Company Material Adverse Effect, (i) to the knowledge of the Company, the conduct of the businesses of the Company, including the manufacture, marketing, offering for sale, sale, importation, use or intended use (as currently
contemplated) or other disposal of any product as currently sold or under development by the Company, has not infringed, misappropriated or diluted, and does not infringe, misappropriate or dilute, any Intellectual Property of any Person,
(ii) the Company has not received any written notice or claim asserting or suggesting that any such infringement, misappropriation, or dilution is or may be occurring or has or may have occurred and (iii) to the knowledge of the Company,
no Person is infringing, misappropriating, or diluting in any material respect any Company Registered IP or Company Licensed IP.

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 (g) Except as, individually or in the aggregate, has not had and would not reasonably be
expected to have a Company Material Adverse Effect, (i) the Company has taken commercially reasonable steps to protect the confidentiality and security of the computer and information technology systems owned, licensed and used by the Company
(the “ IT Systems ”) and the information and transactions stored or contained therein or transmitted thereby, (ii) to the knowledge of the Company, since January 1, 2023, there has been no unauthorized use, loss,
access, transmittal, modification or corruption of any such IT Systems and (iii) since January 1, 2023, there have been no material failures, crashes, viruses, or security breaches (including any unauthorized access to any personally
identifiable information) affecting the IT Systems.
 (h) Except as, individually or in the aggregate, has not had and would not
reasonably be expected to have a Company Material Adverse Effect, (i) to the knowledge of the Company, the Company has at all times since January 1, 2023, complied in all material respects with all applicable Laws governing privacy, data
protection, and the collection, retention, protection, and use of Personal Information (collectively, “ Privacy Laws ”) collected, used, or held for use by the Company, (ii) since January 1, 2023, no claims have
been received by the Company or, to the knowledge of the Company, threatened in writing against the Company alleging the Company violated any applicable Privacy Laws, (iii) neither the Company’s performance of this Agreement nor the
Company’s consummation of the Contemplated Transactions will breach or otherwise violate any applicable Privacy Laws and (iv) the Company has taken commercially reasonable steps to protect the Personal Information collected, used or held
for use by the Company against unauthorized loss, access, use, modification, disclosure or other misuse.
 (i) To the knowledge of the
Company, no government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of the Company Owned IP or, to the knowledge of the Company,
Company Licensed IP exclusively licensed to the Company, and no Governmental Body, university, college, other educational institution or research center has, to the knowledge of the Company, any claim or right in or to such Intellectual Property.

 (j) The execution, delivery and performance by the Company of this Agreement, and the consummation of the Contemplated Transactions,
will not result in the loss of, or give rise to any right of any third party to terminate or modify any of the Company’s rights or obligations under any Company In-bound License or Company Out-bound License.
 2.20 State Takeover Statutes . As of the date hereof and at all times on or
prior to the Effective Time, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of
this Agreement and the timely consummation of the Merger and the other Contemplated Transactions and will not restrict, impair or delay the ability of Parent or Merger Sub, after the Effective Time, to vote or otherwise exercise all rights as a
stockholder of the Company. No other Takeover Statute or any similar anti-takeover provision in the Company Charter or Company Bylaws is, or at the Effective Time will be, applicable to this Agreement, the Merger or any of the other Contemplated
Transactions.

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 2.21 No Rights Plan . There is no stockholder rights plan, “poison pill”
anti-takeover plan or other similar device in effect to which the Company is a party or is otherwise bound.
 2.22 Related Party
Transactions . Since January 1, 2023 through the date of this Agreement, there have been no transactions, agreements, arrangements or understandings between the Company, on the one hand, and the affiliates of the Company, on the other hand,
that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act (assuming the Company was subject to the requirements of the Exchange Act).

 2.23 Certain Payments . Neither the Company nor any of its respective directors, officers, employees or, to the Company’s
knowledge, agents or any other Person acting on its behalf has, directly or indirectly, made any bribes, rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions, or other payments, in the form of cash,
gifts, or otherwise, or taken any other action, in violation of the Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 or any other anti-bribery or anti-corruption Law (collectively, the “ Anti-Bribery Laws ”).
The Company is not, nor has it been the subject of any investigation or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.

 2.24 Brokers . No broker, investment banker, financial advisor or other Person, other than as set forth on
 Section 2.24 of the Company Disclosure Schedule, the fees and expenses of which will be paid by the Company or, following the Effective Time, Parent, is entitled to any broker’s, finder’s, financial
advisor’s or other similar fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of the Company or any of its Affiliates.

 2.25 Concurrent Financing Compliance .

 (a) The Company has delivered to Parent true, correct and complete copies of all definitive agreements related to the Concurrent Financing,
including the Subscription Agreement, pursuant to which the Purchasers (as defined in the Subscription Agreement) party thereto (collectively, the “ Purchasers ”) have agreed, subject to the terms and conditions set forth
therein, to purchase the number of shares of Company Class A Common Stock set forth therein in connection with the Contemplated Transactions. The Subscription Agreement has not been amended or modified prior to the date of this Agreement and as
of the date hereof, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 5.23 ), and as of the date hereof, the respective obligations and commitments
contained in the Subscription Agreement have not been withdrawn or rescinded in any respect.
 (b) As of the date hereof, the Subscription
Agreement is in full force and effect and is the legal, valid, binding and enforceable obligation of the Company, and, to the knowledge of the Company, each of the Purchasers. There are no conditions precedent or other contingencies related to the
funding of the full amount of the Concurrent Financing, other than as expressly set forth in the Subscription Agreement. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected
to constitute a default or breach on the part of the Company or, to the knowledge of the Company, any Purchaser under the Subscription Agreement. As of the date hereof, the Company has no reason to believe that any of the conditions to the
Concurrent Financing as contemplated by the Subscription Agreement will not be satisfied.

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 2.26 No Other Representations or Warranties . Except for the representations and
warranties contained in Section 3 , the Company acknowledges and agrees that none of Parent, Merger Sub or any other Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty
whatsoever, and specifically (but without limiting the generality of the foregoing) that none of Parent, its Subsidiaries or any other Person on behalf of Parent or Merger Sub makes any representation or warranty with respect to any projections or
forecasts delivered or made available to the Company or any of its Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent (including any such
projections or forecasts made available to the Company and Representatives in certain “data rooms” or management presentations in expectation of the Contemplated Transactions), and the Company has not relied on any such information or
any representation or warranty not set forth in Section 3 .
 Section 3.
 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
 Except (a) as disclosed in the Parent SEC Documents at least
three Business Days prior to the date of this Agreement and that is reasonably apparent on the face of such disclosure to be applicable to the representation and warranty set forth herein (other than any disclosures contained or referenced therein
under the captions “Risk Factors,” “Forward-Looking Statements,” “Quantitative and Qualitative Disclosures About Market Risk,” and any other disclosures contained or referenced therein of information, factors, or
risks that are predictive, cautionary, or forward-looking in nature); or (b) as set forth in the corresponding section or subsection of the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this
Agreement (the “ Parent Disclosure Schedule ”) (it being agreed that (i) the disclosure of any information in a particular section or subsection of the Parent Disclosure Schedule shall be deemed disclosure
of such information with respect to any other section or subsection of this Agreement to which the relevance of such information is readily apparent on its face and (ii) where applicable, references to Parent in this
 Section 3 shall include Parent’s Subsidiaries), each of Parent and the Merger Sub represents and warrants to the Company as follows:

 3.1 Organization, Standing and Power .

 (a) Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Each
of Parent and Merger Sub (i) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (ii) is duly qualified or licensed to do business and is in good
standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (ii), where the failure to be so qualified or
licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Since the date of its incorporation, Merger Sub has not engaged in any activities other than
activities incident to its formation or in connection with or as contemplated by this Agreement.

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 (b) Parent has previously made available to the Company true and complete copies of the
Certificate of Incorporation and Bylaws (or comparable organizational documents) of each of Parent and Merger Sub, and the Certificate of Incorporation and Bylaws (or comparable organizational documents) of each other Subsidiary of Parent, in each
case, as amended to the date of this Agreement, and each as so delivered is in full force and effect. None of Parent or Merger Sub is in violation in any material respects of any provision of its respective Certificate of Incorporation or Bylaws (or
comparable organizational documents).
 3.2 Capital Stock .

 (a) The authorized capital stock of Parent consists of (i) 200,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares of Parent
Preferred Stock. As of the close of business on the Reference Date, (i) 5,300,039 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury,
(iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 1,505,021 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2021 Equity Incentive Plan (of which (x) 637,921 shares were subject to
outstanding options to purchase shares of Parent Common Stock, (y) no shares were subject to outstanding restricted stock awards of Parent and (z) 32,769 shares were subject to outstanding restricted stock units of Parent), (v) 94,281 shares of
Parent Common Stock were reserved for issuance pursuant to Parent’s 2021 Employee Stock Purchase Plan and (vi) 416,673 shares of Parent Common Stock were reserved for issuance upon the exercise of the
 Pre-Funded Warrants. Except as set forth above in this Section 3.2(a) , neither Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations
having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Parent or such Subsidiary on any matter. Except as set forth above in this
 Section 3.2(a) and except for changes since the close of business on the Reference Date resulting from the exercise of any options as described above, as of the Reference Date, there are no outstanding (A) shares of
capital stock or other voting securities or equity interests of Parent, (B) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Parent or other voting securities or
equity interests of Parent or its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of Parent or its Subsidiaries or other equity-equivalent
or equity-based awards or rights, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from Parent or its Subsidiaries, or obligations of Parent or any of its Subsidiaries to issue, any shares of
capital stock of Parent or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Parent or its Subsidiaries or
rights or interests described in the preceding clause (C), or (E) obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued,
granted, delivered or sold, any such securities.
 (b) Section 3.2(b) of the Parent Disclosure Schedule sets
forth a true and complete list, as of the date hereof, of all holders of rights to purchase or receive shares of Parent Common Stock or similar rights (collectively, “ Parent Stock Awards ”), indicating as applicable, with
respect to each Parent Stock Award then outstanding, the type of award (e.g., incentive stock option, non-statutory stock option, restricted stock unit, etc.), the number of shares of Paren…