ALX ONCOLOGY HOLDINGS INC 8-K

What Happened

• ALX Oncology Holdings, Inc. announced an underwritten public offering on January 30, 2026. The company is selling 76,979,112 shares of common stock at $1.57 per share and pre‑funded warrants to purchase 18,574,120 shares at $1.569 each, for expected gross proceeds of approximately $150 million (before underwriting discounts, commissions and other offering expenses and excluding any exercise of the pre‑funded warrants). The offering is expected to close on February 2, 2026, subject to customary closing conditions. Piper Sandler, UBS Securities and Wells Fargo are the lead representatives of the underwriters.

Key Details

• Shares offered: 76,979,112 common shares at $1.57 per share.
• Pre‑Funded Warrants: 18,574,120 warrants at $1.569 each; each warrant has an exercise price of $0.001 per share.
• Gross proceeds: ~ $150 million (before fees and excluding warrant exercises). Expected close date: February 2, 2026.
• Warrant mechanics: warrants exercisable until fully exercised, cash or cashless exercise option available, customary anti‑dilution adjustments, and exercise limits that prevent a holder (with affiliates) from owning more than 4.99% (or 9.99%) of outstanding shares by default (holder may elect up to 19.99% with 61 days’ notice).
• Legal/filings: Offering under the company’s effective Form S‑3 registration (File No. 333‑285620); underwriting agreement and form of warrant filed as exhibits; legal opinion from Wilson Sonsini filed as Exhibit 5.1; press release attached as Exhibit 99.1.

Why It Matters

• This is a material capital raise: the transaction, if completed, will provide ALX Oncology with roughly $150M of gross financing to support operations, development programs, or other corporate needs.
• Dilution and ownership effects: issuance of the new shares and potential exercise of pre‑funded warrants will increase shares outstanding and dilute existing shareholders; the warrants’ very low $0.001 exercise price means exercise would convert warrants into common shares at minimal additional cash payment. The exercise limits and cashless exercise feature affect how and when dilution could occur.
• Practical considerations: closing is subject to customary conditions and market factors; the company includes forward‑looking statement cautions in the filing.