ALX Oncology agrees to 13.4M-share warrant exchange

The warrants permit cash or cashless exercise, while ownership-limit increases take effect on the 61st day after holder notice.

Rhea-AI Filing Summary

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

Each warrant has a $0.001 per-share exercise price and is exercisable on or after issuance until exercised in full, subject to its ownership limits. Holders may pay in immediately available funds or use a cashless exercise. A holder and its attribution affiliates may not exercise if that would result in beneficial ownership above the warrant’s specified 4.99% or 9.99% limit, measured against common shares or combined voting power. A holder may change the limit to another percentage up to 19.99%; any increase becomes effective on the 61st day after notice to the company.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares surrendered: 13,353,384 shares Common shares purchasable under pre-funded warrants: 13,353,384 shares Warrant exercise price: $0.001 per share +5 more

8 metrics

Common shares surrendered 13,353,384 shares Aggregate amount under the exchange agreements

Common shares purchasable under pre-funded warrants 13,353,384 shares Aggregate amount under the exchange agreements

Warrant exercise price $0.001 per share Exercise price for each pre-funded warrant

Shares surrendered by funds affiliated with Blackstone Annex Master Fund L.P. 12,885,891 shares Shares covered by the exchange agreements

Shares surrendered by RA Capital Healthcare Fund, L.P. 213,667 shares Shares covered by the exchange agreements

Shares surrendered by venBio Global Strategic Fund, L.P. 253,826 shares Shares covered by the exchange agreements

Specified beneficial-ownership limit 4.99% or 9.99% Threshold specified in each warrant

Maximum adjustable ownership limit 19.99% A holder may change its percentage to a level not exceeding this amount

Key Terms

Pre-Funded Warrants, cashless exercise, immediately available funds, beneficially own, +1 more

5 terms

Pre-Funded Warrants financial

"issue to the Stockholders pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

cashless exercise financial

"the holder would receive upon such exercise the net number of shares"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

immediately available funds financial

"payment in full in immediately available funds"

beneficially own financial

"would beneficially own more than either 4.99% or 9.99%"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Section 3(a)(9) regulatory

"exemption from registration pursuant to Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ALXO shares are being exchanged?

Certain stockholders agreed to surrender 13,353,384 ALXO common shares in exchange for pre-funded warrants to purchase 13,353,384 common shares. The exchange is to settle on or about October 15, 2026.

What are the exercise terms for ALXO’s pre-funded warrants?

Each warrant has a $0.001 per-share exercise price and may be exercised with payment in immediately available funds or through a cashless exercise. A holder and its attribution affiliates cannot exercise above the warrant’s specified 4.99% or 9.99% ownership limit. A holder may change the limit up to 19.99%; an increase takes effect on the 61st day after notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 04:56 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:55 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 14, 2026

ALX ONCOLOGY HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39386	85-0642577
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
323 Allerton Avenue, South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

650-466-7125

(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(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ALXO		The Nasdaq Global Select 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 14, 2026, ALX Oncology Holdings Inc. (the “Company”) entered into separate privately-negotiated exchange agreements (each, an “Exchange Agreement”), with certain stockholders of the Company (collectively, the “Stockholders”), pursuant to which the Stockholders agreed to surrender an aggregate of 13,353,384 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the Company, and the Company agreed to issue to the Stockholders pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 13,353,384 shares of Common Stock (the “Exchange”). The Stockholders included funds affiliated with Blackstone Annex Master Fund L.P. with respect to 12,885,891 shares of Common Stock, RA Capital Healthcare Fund, L.P. with respect to 213,667 shares of Common Stock, and venBio Global Strategic Fund, L.P. with respect to 253,826 shares of Common Stock. The issuance of the Pre-Funded Warrants was made in reliance upon an exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. The Exchange will settle on or about October 15, 2026.

Each Pre-Funded Warrant has an exercise price of $0.001 per share of Common Stock and is exercisable at any time and from time to time on or after the date of issuance until the Pre-Funded Warrant is exercised in full, subject to the ownership limitations described below. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustments in the event of certain stock dividend, stock split, stock combination or similar events affecting the Common Stock. Each Pre-Funded Warrant is exercisable, in the holder’s discretion, by (i) payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise or (ii) a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Pre-Funded Warrant. Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant if, upon giving effect to the exercise, the holder (together with its attribution affiliates) would beneficially own more than either 4.99% or 9.99%, as specified in such Pre-Funded Warrant, of the total number of shares of Common Stock or the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise. A holder may increase or decrease this percentage to any other percentage not in excess of 19.99%, provided that any increase will not be effective until the 61st day after the holder gives notice to the Company

The foregoing descriptions of the terms of the Pre-Funded Warrants and the Exchange Agreement do not purport to be complete and are each qualified in their entirety by reference to the form of Pre-Funded Warrant and the form of the Exchange Agreement, each of which is filed as Exhibit 4.1 and Exhibit 10.1 hereto and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01, above, is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Form of Pre-Funded Warrant
10.1		Form of Exchange Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

		ALX ONCOLOGY HOLDINGS INC.
Date: October 15, 2026		By:	/s/ Harish Shantharam
			Harish Shantharam
			Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 87.1 KB

Other Documents

• EX-4.1 EX-4.1 158.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB