SEC Form SC 13G/A filed by Rallybio Corporation (Amendment)

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.

  Name of Reporting Person:

  Novo Holdings A/S

  Check the Appropriate Box if a Member of Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Citizenship or Place of Organization:

  Denmark

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power:

  1,767,861

  Shared Voting Power:

  0

  Sole Dispositive Power:

  1,767,861

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,767,861

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

  ☐

  Percent of Class Represented By Amount In Row (9):

  4.7% (1)

  Type of Reporting Person:

  CO

Based upon 37,793,705 shares of the Issuer’s Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2023.

Rallybio Corporation

234 Church Street, Suite 1020

New Haven, CT, 06510

Novo Holdings A/S, a Danish corporation, is an investment firm focused on life sciences and finance that is wholly owned by Novo Nordisk Foundation (the “Foundation”), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S.

Tuborg Havnevej 19

2900 Hellerup, Denmark

Denmark

Common Stock

75120L100

Not applicable.

Ownership:

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Novo Holdings A/S has the sole power to vote and dispose of the shares, and no individual or other entity is deemed to hold any beneficial ownership in the shares.

Based upon 37,793,705 shares of the Issuer’s Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s 10-Q filed with the SEC on November 9, 2023.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

Novo Holdings A/S

/s/ Barbara Fiorini Due

By: Barbara Fiorini Due

Its: General Counsel, Finance & Operations