UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2024
Inhibrx, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39452 | | 82-4257312 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(Address of principal executive offices, including zip code)
(858) 795-4220
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | INBX | | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 8, 2024, Inhibrx, Inc. (the “Company”) issued a press release announcing the record date of May 17, 2024 for the previously announced distribution by the Company of 92% of shares of common stock of its subsidiary, Inhibrx Biosciences, Inc., to holders of shares of the Company’s common stock on a pro rata basis (the “Spin-Off”).
The Company also announced that it expects the distribution in the Spin-Off to occur at 11:59 p.m., New York City time, on May 29, 2024 (the “Distribution Time”) and expects the closing of the previously announced acquisition of the Company by Sanofi (the “Merger”) to occur on May 30, 2024. The completion of the Spin-Off and the Merger remains subject to closing conditions noted in the Company’s Definitive Proxy Statement filed on April 26, 2024, including receipt of shareholder approval at the Company’s special meeting of stockholders to be held on May 24, 2024.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 8, 2024
| | Inhibrx, Inc. | |
| | | | |
| | By: | /s/ Kelly Deck | |
| | | Kelly Deck | |
| | | Chief Financial Officer | |
