ALX Oncology Holdings Inc: enters exchange for 13,353,384 pre-funded warrants

What happened ALX Oncology Holdings Inc reported that on Oct 14, 2026 it entered into separate privately-negotiated exchange agreements with certain stockholders under which the stockholders agreed to surrender an aggregate of 13,353,384 shares of common stock and the company agreed to issue an aggregate of 13,353,384 pre-funded warrants. The stockholders included funds affiliated with Blackstone Annex Master Fund L.P. (12,885,891 shares), RA Capital Healthcare Fund, L.P. (213,667 shares) and venBio Global Strategic Fund, L.P. (253,826 shares). The exchange is expected to settle on or about Oct 15, 2026.

Key details

• Number of pre-funded warrants issued: 13,353,384.
• Exercise price: $0.001 per share of common stock.
• Exercise terms: exercisable any time until exercised in full; holder may pay cash or use a cashless exercise formula set forth in the pre-funded warrant.
• Ownership limitation: exercise blocked if, after giving effect, the holder would beneficially own more than either 4.99% or 9.99% (as specified), which the holder may increase up to 19.99% (effective 61 days after notice). Issuance relied on an exemption under Section 3(a)(9) of the Securities Act of 1933.

Why it may matter

• Reported items: Item 1.01 (entry into a material definitive agreement) and Item 3.02 (unregistered sales of equity securities). Item 1.01 covers the exchange agreements and Item 3.02 covers the issuance of the pre-funded warrants in reliance on an exemption from registration.
• The filing does not show why the stockholders traded or why the company acted.