Form SC 13G Rallybio Corp Filed by: Tekla Capital Management LLC

January 21, 2022 12:21 PM EST

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  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.   )*

 

Rallybio Corp.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

75120L100

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 
 
  1. Names of Reporting Persons
Tekla Capital Management LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
2,308,670
 
7. Sole Dispositive Power
2,308,670
 
8. Shared Dispositive Power
0
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,308,670
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.2%
 
  12. Type of Reporting Person (See Instructions)
IA, CO
           

 

2

 

 

CUSIP No. 
 
  1. Names of Reporting Persons
Daniel R. Omstead
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
2,308,670
 
7. Sole Dispositive Power
2,308,670
 
8. Shared Dispositive Power
0
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,308,670
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.2%
 
  12. Type of Reporting Person (See Instructions)
IN, HC
           

 

3

 

 

Item 1.
  (a) Name of Issuer
Rallybio Corp.
  (b) Address of Issuer’s Principal Executive Offices
234 Church Street, Suite 1020, New Haven, CT 06510
 
Item 2.
  (a) Name of Person Filing
Tekla Capital Management LLC
  (b) Address of Principal Business Office or, if none, Residence
100 Federal Street, 19
th Floor, Boston, MA 02110
  (c) Citizenship
Delaware Corporation
  (d) Title of Class of Securities
Common Stock
  (e) CUSIP Number
75120L100
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) ¨ A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

4

 

 

Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a) Amount beneficially owned:
2,308,670
  (b) Percent of class:
7.2%
  (c) Number of shares as to which the person has:
 
    (i) Sole power to vote or to direct the vote
0
    (ii) Shared power to vote or to direct the vote
2,308,670
    (iii) Sole power to dispose or to direct the disposition of
2,308,670
    (iv) Shared power to dispose or to direct the disposition of
0
 
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
See attached Exhibit A.
 
Item 8. Identification and Classification of Members of the Group
Not applicable.  
 
Item 9. Notice of Dissolution of Group
N/A

 

5

 

 

Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 Tekla Capital Management LLC
  

Dated: January 21, 2022

By:/s/Laura Woodward
 Name/Title:Laura Woodward, Treasurer

 

 Daniel R. Omstead
  

Dated: January 21, 2022

By:

/s/Daniel R. Omstead

 Name:

Daniel R. Omstead

 

6

 

 

Exhibit A

 

Tekla Capital Management LLC (“TCM”), an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 2,308,670 shares (or 7.2%) of the Common Stock of Rallybio Corp. (the “Company”) as a result of acting as investment adviser to Tekla Healthcare Investors ("HQH"), Tekla Life Sciences Investors (“HQL”) and Tekla Healthcare Opportunities Fund (“THQ”), each of which is registered as an investment company pursuant to Section 8 of the Investment Company Act of 1940. Each of TCM and Daniel R. Omstead, through his control of TCM, has sole power to dispose of the 2,308,670 shares beneficially owned by HQH, HQL and THQ. Neither TCM nor Daniel R. Omstead has the sole power to vote or direct the vote of the shares beneficially owned by HQH, HQL and THQ, which power resides in each fund’s Board of Trustees. TCM carries out the voting of the shares under written guidelines established by each fund’s Board of Trustees.

 

7

 

Exhibit 99.1

 

Joint Filing Agreement

 

The undersigned persons, on January 21, 2022, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Rallybio Corp. on December 31, 2021.

 

Tekla Capital Management LLC    
     
By /s/ Laura Woodward    
Laura Woodward    
     
Daniel R. Omstead    
     
By /s/ Daniel R. Omstead    
Daniel R. Omstead    

 

 



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