ALX Oncology Holdings Inc. entered into separate privately-negotiated exchange agreements on October 14, 2026, with certain stockholders. Under these agreements, the stockholders agreed to surrender a total of 13,353,384 shares of the Company’s common stock, par value $0.001 per share, to ALX Oncology. In exchange, the Company issued to the stockholders pre-funded warrants to purchase an aggregate of 13,353,384 shares of common stock.
The exchange involved specific stockholders, including funds affiliated with Blackstone Annex Master Fund L.P., which surrendered 12,885,891 shares, RA Capital Healthcare Fund, L.P., which surrendered 213,667 shares, and venBio Global Strategic Fund, L.P., which surrendered 253,826 shares.
The transaction was conducted pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933. The exchange is scheduled to settle on or about October 15, 2026. Each pre-funded warrant has an exercise price of $0.001 per share and is exercisable at any time until the warrant is exercised in full. The warrants are subject to ownership limitations, preventing a holder from exercising if doing so would cause them to beneficially own more than 4.99% or 9.99% of the Company’s outstanding common stock, though holders may increase this percentage to up to 19.99% with 61 days' notice.
