ALX Oncology swaps 13,353,384 shares for pre-funded warrants with investors

ALX Oncology Holdings Inc. (Nasdaq: ALXO) agreed on October 14, 2026 to exchange 13,353,384 shares of common stock held by certain stockholders for pre-funded warrants to buy the same number of shares. The company reported the deal in an 8-K dated October 14 and filed October 15, 2026. The exchange was set to settle on or about October 15, 2026.

The exchange

The 8-K says the stockholders surrendered the shares to the company in separate privately negotiated exchange agreements. The company agreed to issue pre-funded warrants in return. The filing describes no cash payment to the company and gives no reason for the exchange. The warrants were issued in reliance on the exemption in Section 3(a)(9) of the Securities Act.

The filing names no underwriter, placement agent, financial adviser or counsel.

Who holds the shares

Funds affiliated with Blackstone Annex Master Fund L.P. hold 12,885,891 of the shares. RA Capital Healthcare Fund, L.P. holds 213,667 shares, and venBio Global Strategic Fund, L.P. holds 253,826 shares. Nearly all of the exchanged stock is therefore held by one fund group.

The warrant terms

Each pre-funded warrant has an exercise price of $0.001 per share and can be exercised at any time from issuance until it is exercised in full. A holder may pay cash or use a cashless exercise, under which it receives the net number of shares set by a formula in the warrant.

A holder cannot exercise if the exercise would take its ownership above 4.99% or 9.99%, as set in each warrant. A holder may move that limit to any level up to 19.99%, but an increase takes effect only on the 61st day after notice to the company. The exercise price and share count are subject to adjustment for stock dividends, splits and similar events. The form of warrant and the form of exchange agreement are filed as Exhibits 4.1 and 10.1.

The practical effect is that the holders keep a claim on the same number of shares, but as warrants that cost $0.001 each to exercise. New shares would be issued when the warrants are exercised, and the 8-K does not say when that might happen.

The cash position

The company's annual report, filed March 9, 2026, and its quarterly report filed August 6, 2026 give the financial context. The annual report shows research and development expense of $77.0 million for 2025, against $116.4 million for 2024. The net loss was $101.7 million for 2025 and $134.8 million for 2024. Cash used in operations was $84.1 million in 2025 and $121.9 million in 2024.

The quarterly report shows cash and cash equivalents of $16.4 million and short-term investments of $28.4 million at December 31, 2025. At June 30, 2026, cash and cash equivalents were $22.7 million and short-term investments were $115.5 million.

The science and the competition

The annual report describes ALX Oncology as a clinical-stage company whose lead candidate, evorpacept, is a CD47 blocker. The company says it is evaluating evorpacept with trastuzumab and chemotherapy in metastatic HER2-positive breast cancer, in the Phase 2 ASPEN-09-Breast trial. The company also has ALX2004, an EGFR-targeted antibody drug conjugate that entered a Phase 1 trial in August 2025.

The company says about 800 subjects have been treated with evorpacept in combination with other anti-cancer agents. It says clinical data to date have not shown the dose-dependent blood toxicities seen with CD47 blockers that have an active Fc domain. That is the company's own comparison with competing molecules. The report also says competing CD47 approaches have caused anemia, thrombocytopenia and neutropenia. The business description cites no response rates for evorpacept, so the tolerability claim cannot be weighed against efficacy.

The 8-K says nothing about future financing plans or a cash runway.

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