Alx Oncology Holdings Inc 8-K, filed Oct 15, 2026
Alx Oncology Holdings Inc (ALXO)
About this 8-K
Alx Oncology Holdings Inc filed this 8-K on October 15, 2026, reporting on events of October 14, 2026.
ALX Oncology Holdings Inc. entered privately negotiated exchanges under which stockholders surrender 13,353,384 common shares for pre-funded warrants exercisable for the same number of shares at $0.001 per share; the Exchange will settle on or about October 15, 2026. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 14, 2026, ALX Oncology Holdings Inc. (the “Company”) entered into separate privately-negotiated exchange agreements (each, an “Exchange Agreement”), with certain stockholders of the Company (collectively, the “Stockholders”), pursuant to which the Stockholders agreed to surrender an aggregate of 13,353,384 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the Company, and the Company agreed to issue to the Stockholders pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 13,353,384 shares of Common Stock (the “Exchange”). The Stockholders included funds affiliated with Blackstone Annex Master Fund L.P. with respect to 12,885,891 shares of Common Stock, RA Capital Healthcare Fund, L.P. with respect to 213,667 shares of Common Stock, and venBio Global Strategic Fund, L.P. with respect to 253,826 shares of Common Stock. The issuance of the Pre-Funded Warrants was made in reliance upon an exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. The Exchange will settle on or about October 15, 2026.
Each Pre-Funded Warrant has an exercise price of $0.001 per share of Common Stock and is exercisable at any time and from time to time on or after the date of issuance until the Pre-Funded Warrant is exercised in full, subject to the ownership limitations described below. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustments in the event of certain stock dividend, stock split, stock combination or similar events affecting the Common Stock. Each Pre-Funded Warrant is exercisable, in the holder’s discretion, by (i) payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise or (ii) a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Pre-Funded Warrant. Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant if, upon giving effect to the exercise, the holder (together with its attribution affiliates) would beneficially own more than either 4.99% or 9.99%, as specified in such Pre-Funded Warrant, of the total number of shares of Common Stock or the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise. A holder may increase or decrease this percentage to any other percentage not in excess of 19.99%, provided that any increase will not be effective until the 61st day after the holder gives notice to the Company
The foregoing descriptions of the terms of the Pre-Funded Warrants and the Exchange Agreement do not purport to be complete and are each qualified in their entirety by reference to the form of Pre-Funded Warrant and the form of the Exchange Agreement, each of which is filed as Exhibit 4.1 and Exhibit 10.1 hereto and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01, above, is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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4.1 |
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10.1 |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALX ONCOLOGY HOLDINGS INC. |
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Date: October 15, 2026 |
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By: |
/s/ Harish Shantharam |
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Harish Shantharam |
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Chief Financial Officer |
Exhibit 4.1
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
ALX ONCOLOGY HOLDINGS INC.
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK
Number of Shares: [•]
(subject to adjustment)
Warrant No. PFW-A[•] |
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Original Issue Date: October 15, 2026 |
ALX Oncology Holdings Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its permitted registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”) upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:
X = Y(A-B)/A
where:
“X” equals the number of Warrant Shares to be issued to the Holder;
“Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;
“A” equals the Closing Sale Price per share of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date; and
“B” equals the Exercise Price per Warrant Share then in effect on the Exercise Date.
For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in such a “cashless exercise” transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. If the Warrant Shares are issued in a cashless exercise pursuant to this Section 10, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on the registered characteristics of the Warrants being exercised and may be tacked on to the holding period of the Warrants being exercised. Except as set forth in Section 5(b) (Buy-in Remedy) and Section 12 (No Fractional Shares), in no event will the exercise of this Warrant be settled in cash.
If to the Company:
ALX Oncology Holdings Inc.
323 Allerton Avenue
South San Francisco, California 94080
Attention: Chief Financial Officer
Email: hshantharam@alxoncology.com
If to the Holder, to its address or e-mail address set forth herein or on the books and records of the Company.
Or, in each of the above instances, to such other address or e-mail address as the recipient party has specified by written notice given to each other party at least five (5) days prior to the effectiveness of such change.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.
ALX ONCOLOGY HOLDINGS INC. |
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By: |
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Name: Harish Shantharam |
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Title: Chief Financial Officer |
SCHEDULE 1
FORM OF EXERCISE NOTICE
[To be executed by the Holder to purchase Warrant Shares under the Warrant]
Ladies and Gentlemen:
(1) The undersigned is the Holder of Warrant No. ___ (the “Warrant”) issued by ALX Oncology Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
(2) The undersigned hereby exercises its right to purchase Warrant Shares pursuant to the Warrant.
(3) The Holder intends that payment of the Exercise Price shall be made as (check one):
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“Cashless Exercise” under Section 10 of the Warrant (assumed election absent express election to the contrary) |
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Cash Exercise |
(4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $ __________ in immediately available funds to the Company in accordance with the terms of the Warrant.
(5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered to the following DWAC Account Number:
(6) By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder, its Affiliates and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice relates.
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(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
Exhibit 10.1
October 14, 2026
ALX Oncology Holdings Inc.
323 Allerton Avenue
South San Francisco, California 94080
Re: Exchange Agreement
Ladies and Gentlemen:
This letter agreement (the “Agreement”) confirms the agreement of ALX Oncology Holdings Inc., a Delaware corporation (the “Company”), and the holders of the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), listed on Schedule I attached hereto (the “Stockholders”), pursuant to which (i) the Stockholders have agreed to surrender an aggregate of [•] shares (the “Shares”) of Common Stock beneficially owned by the Stockholders for no consideration and (ii) the Company has agreed to issue one or more pre-funded warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of [•] shares of Common Stock (the “Warrant Shares”) on the terms specified below.
In consideration of the foregoing, the Company and the Stockholders agree as follows:
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If to the Company:
ALX Oncology Holdings Inc.
323 Allerton Avenue
South San Francisco, California 94080
Attention: Chief Financial Officer
Email: hshantharam@alxoncology.com
If to a Stockholder, to its address or e-mail address set forth herein or on the books and records of the Company.
Or, in each of the above instances, to such other address or e-mail address as the recipient party has specified by written notice given to each other party at least five (5) days prior to the effectiveness of such change.
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[SIGNATURE PAGE FOLLOWS]
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Please sign to acknowledge agreement with the above terms and return to the undersigned.
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Signature Page to Exchange Agreement
Acknowledged and agreed to:
ALX ONCOLOGY HOLDINGS INC. |
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By: |
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Name: |
Harish Shantharam |
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Title: |
Chief Financial Officer |
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Signature Page to Exchange Agreement
SCHEDULE I
Stockholder |
Shares of Common Stock to be Exchanged |
Warrant Shares |
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Total |
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EXHIBIT A
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK
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