ALX Oncology prices $150M stock, warrant sale

ALX Oncology Holdings Inc. entered an underwriting agreement to sell 76,979,112 shares of common stock and pre-funded warrants to purchase 18,574,120 shares, raising approximately $150 million in gross proceeds.

Rhea-AI Filing Summary

ALX Oncology Holdings Inc. entered an underwriting agreement to sell 76,979,112 shares of common stock and pre-funded warrants to purchase 18,574,120 shares, raising approximately $150 million in gross proceeds. The common stock is priced at $1.57 per share and the pre-funded warrants at $1.569 each.

The offering is fully underwritten by Piper Sandler, UBS and Wells Fargo and is expected to close on February 2, 2026, subject to customary conditions. Each pre-funded warrant has a $0.001 exercise price, can be exercised for cash or on a cashless basis, and includes ownership caps at 4.99% or 9.99%, adjustable up to 19.99% with advance notice.

Insights

Equity capital markets analyst

ALX Oncology launches a sizable underwritten equity and pre-funded warrant raise of about $150 million.

ALX Oncology has arranged an underwritten public offering of 76,979,112 common shares at $1.57 plus pre-funded warrants for 18,574,120 shares at $1.569. All securities are sold by the company, with expected gross proceeds of about $150 million before fees.

The structure combines immediate equity with pre-funded warrants that carry a nominal $0.001 exercise price. This approach can appeal to investors concerned about crossing ownership thresholds while still delivering near-term capital to the company once the deal closes on February 2, 2026, if conditions are met.

The pre-funded warrants include Beneficial Ownership Limitations at 4.99% or 9.99%, adjustable up to 19.99% with at least 61 days’ notice. These limits and adjustment mechanics influence how quickly individual holders can convert into common stock, so actual issuance over time will depend on holder elections and any fundamental transactions that may occur.

8-K Event Classification

3 items: 1.01, 8.01, 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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What capital raise did ALX Oncology (ALXO) announce in this 8-K?

ALX Oncology announced an underwritten public offering of 76,979,112 common shares and pre-funded warrants for 18,574,120 shares, expected to generate approximately $150 million in gross proceeds before underwriting discounts, commissions, and other offering expenses.

At what prices is ALX Oncology (ALXO) selling the new securities?

The company is selling common stock at $1.57 per share and pre-funded warrants at $1.569 each. Each pre-funded warrant is exercisable for one common share at a nominal $0.001 exercise price per share of common stock.

What are the key terms of ALX Oncology’s pre-funded warrants?

Each pre-funded warrant is exercisable from issuance until fully exercised, with an exercise price of $0.001 per share. Holders can exercise for cash or via cashless exercise, subject to specified beneficial ownership limits and standard anti-dilution adjustments for stock splits or similar events.

What ownership limits apply to ALX Oncology’s pre-funded warrants?

Pre-funded warrant exercises are limited so holders cannot exceed 4.99% or 9.99% beneficial ownership or voting power, as specified. Holders may elect to change this cap to a higher or lower percentage, up to 19.99%, by giving at least 61 days’ prior notice.

When is ALX Oncology’s equity and warrant offering expected to close?

The offering is expected to close on February 2, 2026, subject to satisfaction of customary closing conditions. Completion depends on factors such as market conditions and fulfillment of the underwriting agreement’s standard requirements between the company and underwriters.

Which banks are underwriting ALX Oncology’s new offering?

Piper Sandler & Co., UBS Securities LLC, and Wells Fargo Securities, LLC are acting as representatives of the several underwriters. They entered an underwriting agreement with ALX Oncology covering the sale of both common shares and pre-funded warrants in this public offering.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 01/30/2026 - 08:36 AM Learn about SEC filing dates

ALX ONCOLOGY HOLDINGS INC false 0001810182 0001810182 2026-01-30 2026-01-30

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): January 30, 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 January 30, 2026, ALX Oncology Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., UBS Securities LLC and Wells Fargo Securities, LLC as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 76,979,112 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $1.57 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 18,574,120 shares of Common Stock at an offering price of $1.569 per Pre-Funded Warrant. All of the Shares and Pre-Funded Warrants in the Offering are being sold by the Company.

The gross proceeds from the Offering are expected to be approximately $150 million before deducting underwriting discounts and commissions and other offering expenses payable by the Company and excluding the exercise of any Pre-Funded Warrants. The Offering is expected to close on February 2, 2026, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties.

The Offering is being made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-285620) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission.

Each Pre-Funded Warrant will have an exercise price per share of Common Stock equal to $0.001 per share. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is 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 will be exercisable on or after the date of issuance until the date the Pre-Funded Warrant is exercised in full. Each Pre-Funded Warrant will be 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 that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock or the combined voting power of our securities beneficially owned by such holder (together with its attribution affiliates) to exceed 4.99% or 9.99%, as applicable, of the total number of shares of Common Stock or the combined voting power of all of the Company’s securities immediately outstanding after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon at least 61 days’ notice to the Company.

In the event of certain fundamental transactions, a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants immediately prior to the fundamental transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants.

The foregoing descriptions of the terms of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are each qualified in their entirety by reference to the Underwriting Agreement and the Form of Pre-Funded Warrant, respectively, which are filed as Exhibit 1.1 and Exhibit 4.1 hereto and are incorporated herein by reference.

-2-

A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the validity of the Shares, the Pre-Funded Warrants and the shares of Common Stock underlying the Pre-Funded Warrants is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.

Item 8.01 Other Events.

A copy of the press release announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1.

Forward-Looking Statements

Certain of the statements made in this report are forward looking, such as those, among others, relating to the Company’s expectations regarding the timing and completion of the Offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the Offering. More information about the risks and uncertainties faced by the Company is contained under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2025. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of January 30, 2026, among ALX Oncology Holdings Inc. and the Representatives.
4.1		Form of Pre-Funded Warrant.
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
99.1		Press Release dated January 30, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

-3-

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 thereunto duly authorized.

				ALX ONCOLOGY HOLDINGS INC.
Date: January 30, 2026				By:		/s/ Harish Shantharam
						Harish Shantharam
						Chief Financial Officer

-4-