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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Inhibrx Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
45720N103 (CUSIP Number) |
Jon Faiz Kayyem c/o Inhibrx Biosciences, Inc., 11025 N. Torrey Pines Road, Suite 140 La Jolla, CA, 92037 858-795-4220 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/03/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 45720N103 |
| 1 |
Name of reporting person
The Jon F. Kayyem and Paige Gates-Kayyem Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
509,360.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 45720N103 |
| 1 |
Name of reporting person
Jon Faiz Kayyem | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,149,046.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Inhibrx Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11025 N. Torrey Pines Road, Suite 140, La Jolla,
CALIFORNIA
, 92037. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on June 3, 2024 (as amended, the "Schedule 13D"), relating to the shares of common stock, par value $0.0001 per share (the "Common Stock") of Inhibrx Biosciences, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information presented in Item 5(c) of this Schedule 13D is incorporated herein by reference. Dr. Kayyem's personal funds were used for the purchases reported herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 11 and 13 of the cover pages of this Schedule 13D are incorporated herein by reference.
The ownership information presented herein represents beneficial ownership of Common Stock as of the date hereof, based on 14,475,904 shares of Common Stock outstanding as of November 8, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2024.
Dr. Kayyem is the beneficial owner of 1,149,046 shares of Common Stock, which consist of (i) 509,360 shares of Common Stock held by The Jon F. Kayyem and Paige Gates-Kayyem Family Trust (the "Trust"), of which Dr. Kayyem is the trustee, (ii) 250,000 shares of Common Stock held by Jon Faiz Kayyem Revocable Trust (the "Jon Revocable Trust"), of which Dr. Kayyem is the trustee, (iii) 250,000 shares of Common Stock held by Paige Gates-Kayyem Revocable Trust (the "Paige Revocable Trust"), of which Dr. Kayyem's spouse is the trustee and (iv) 139,686 shares of Common Stock held in custodial accounts managed by Dr. Kayyem for the benefit of Dr. Kayyem's immediate family (the "Custodial Accounts"). | |
| (b) | Items 7-10 of the cover page of this Schedule 13D are incorporated herein by reference. | |
| (c) | The following open-market transactions of Common Stock were effected between May 31, 2024-November 20, 2024. Dr. Kayyem undertakes to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transactions were effected:
On May 31, 2024, the Trust purchased 70,193 shares at prices ranging from $15.75 to $16.25, with a weighted average price per share of $16.14.
On June 3, 2024, the Trust purchased 46,792 shares and 80,738 shares at prices ranging from $16.25 to $16.75 and $17.40 to $18.10, respectively, with a weighted average price per share of $16.61 and $17.90, respectively.
On June 4, 2024, the Trust purchased 65,337 shares and 23,726 shares at prices ranging from $17.01 to $18.00 and $18.01 to $18.50, respectively, with a weighted average price per share of $17.44 and $18.24, respectively.
On June 5, 2024, the Trust purchased 49,284 shares and 8,265 shares at prices ranging from $16.81 to $17.805 and $17.81 to $18.10, respectively, with a weighted average price per share of $17.23 and $17.89, respectively.
On November 19, 2024, 69,686 shares of Common Stock were purchased on behalf of the Custodial Accounts at prices ranging from $14.09 to $14.25, with a weighted average price per share of $14.2269.
On November 20, 2024, 37,500 shares of Common Stock were purchased on behalf of the Custodial Accounts at prices ranging from $13.93 to $14.25, with a weighted average price per share of $14.1921.
The following gift transactions of Common Stock were effected between June 24, 2024-December 16, 2024:
On June 24, 2024, the Trust gifted 89,050 shares, 20,000 shares of which were gifted to the Custodial Accounts.
On December 6, 2024, the Trust gifted 52,000 shares.
On December 16, 2024, the Trust gifted 250,000 shares to each of the Jon Revocable Trust and the Paige Revocable Trust. | |
| (d) | Not applicable. | |
| (e) | As of December 16, 2024, the Trust ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock . | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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