ALX Oncology swaps 13.35 million shares for pre-funded warrants in stockholder exchange

ALX Oncology Holdings Inc. disclosed in an 8-K that on October 14, 2026, it entered into separate privately negotiated exchange agreements with certain stockholders. Under the agreements, the stockholders agreed to surrender an aggregate of 13,353,384 shares of common stock, and the company agreed to issue pre-funded warrants to purchase the same number of shares.¹

The stockholders involved were funds affiliated with Blackstone Annex Master Fund L.P., covering 12,885,891 shares, RA Capital Healthcare Fund, L.P., covering 213,667 shares, and venBio Global Strategic Fund, L.P., covering 253,826 shares.¹

The company said the warrants were issued under an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. The exchange is set to settle on or about October 15, 2026.¹

Each pre-funded warrant carries an exercise price of $0.001 per share and can be exercised at any time after issuance until fully exercised, subject to ownership limitations.¹ The exercise price and number of underlying shares are subject to adjustment for stock splits, dividends, combinations, or similar events.¹ Holders can exercise the warrants either by paying cash in full or through a cashless exercise formula specified in the warrant.¹

The warrants include a provision barring exercise if it would result in a holder, together with its affiliates, beneficially owning more than either 4.99% or 9.99% of the company's outstanding common stock or voting power, as specified in each warrant.¹ Holders may raise that cap up to as much as 19.99%, though any increase would not take effect until 61 days after notice to the company.¹

The filing was signed by Chief Financial Officer Harish Shantharam on October 15, 2026.