venBio funds lift ALX Oncology (ALXO) stake with $5M follow-on buy

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Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

venBio Global Strategic Fund II L.P. purchased 3,184,713 shares of ALX Oncology common stock at $1.57 per share in a registered underwritten follow-on offering that closed on February 2, 2026, for an aggregate of approximately $5,000,000, and this amendment updates their Schedule 13D holdings.

Following the transaction, venBio-affiliated funds report beneficial ownership of 4,431,600 shares (3.4%) and 8,453,038 shares (6.4%). Robert J. Adelman reports beneficial ownership of 12,984,044 shares (9.9%), and Corey S. Goodman reports 13,163,549 shares (10%), including 111,541 shares underlying stock options exercisable within 60 days and shares held through a trust and Emaldi Corporation.

The ownership percentages are based on 54,218,001 shares outstanding as of October 31, 2025, plus 76,979,112 shares issued in the February 2026 offering and, for Mr. Goodman, 111,541 option shares. On January 20, 2026, Mr. Goodman was also awarded 40,400 stock options vesting in 12 monthly installments beginning February 20, 2026.

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Accepted by SEC EDGAR 02/04/2026 - 09:03 PM

FAQ

What does the ALXO Schedule 13D/A amendment report for venBio?

The amendment reports that venBio Global Strategic Fund II L.P. bought 3,184,713 ALXO shares at $1.57 each in a registered follow-on offering, spending about $5,000,000. It updates venBio’s beneficial ownership percentages and share counts across affiliated funds.

How many ALXO shares do venBio funds now beneficially own?

venBio Global Strategic Fund, L.P. reports beneficial ownership of 4,431,600 ALXO shares, or 3.4% of the class. venBio Global Strategic Fund II L.P. reports 8,453,038 shares, representing 6.4%, with shared voting and dispositive power reported for each fund.

What ALXO stake does Robert J. Adelman report in this 13D/A?

Robert J. Adelman reports beneficial ownership of 12,984,044 ALXO shares, representing 9.9% of the common stock. This total includes shares held directly and shares he may be deemed to beneficially own through venBio-affiliated investment entities described in the filing.

What ALXO stake does Corey S. Goodman report, including options?

Corey S. Goodman reports beneficial ownership of 13,163,549 ALXO shares, or 10% of the class. This includes options for 111,541 shares exercisable within 60 days, plus shares held via the Goodman Barinaga Trust and Emaldi Corporation, and venBio-affiliated holdings.

How were ALXO ownership percentages calculated in the 13D/A?

Percentages are based on 54,218,001 ALXO shares outstanding as of October 31, 2025, plus 76,979,112 shares issued in the February 2026 follow-on offering. For Corey Goodman’s percentage, an additional 111,541 option shares exercisable within 60 days are also included in the denominator.

What new ALXO equity award did Corey Goodman receive?

On January 20, 2026, Corey Goodman was awarded 40,400 ALXO stock options in his role as a director. These options vest in 12 equal monthly installments, beginning on February 20, 2026, gradually increasing his exercisable option holdings over the following year.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ALX ONCOLOGY HOLDINGS INC

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

00166B105

(CUSIP Number)

David Pezeshki
1700 Owens Street, Suite 595
San Francisco, CA, 94158
(415) 800-0800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/02/2026

(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

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.001 per share

(b)

Name of Issuer:

ALX ONCOLOGY HOLDINGS INC

(c)

Address of Issuer's Principal Executive Offices:

323 Allerton Avenue, South San Francisco, CALIFORNIA , 94080.

Item 1 Comment:

This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed by the undersigned, pursuant to Section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on October 1, 2020, (the "Initial Schedule 13D") with respect to the shares of common stock, par value $0.001 per share (the "Common Stock"), of ALX Oncology Holdings Inc. (the "Issuer"), whose principal executive offices are located at 323 Allerton Avenue, South San Francisco, California, 94080.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Fund II purchased 3,184,713 shares of Common Stock, at a price of $1.57 per share, in a registered underwritten follow-on offering by the Issuer that closed on February 2, 2026 (the "February 2026 Offering"), for an aggregate purchase price of approximately $5,000,000. The source of funds for these purchases was the working capital of Fund II.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 1 is incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

(a)

Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows: The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on the sum of (i) 54,218,001 shares of Common Stock outstanding as of October 31, 2025, as disclosed in the quarterly report for the quarterly period ended September 30, 2025 on Form 10-Q filed by the Issuer on November 7, 2025, (ii) 76,979,112 shares of Common Stock issued in the February 2026 Offering, which closed on February 2, 2026, and (iii) for purposes of calculating Mr. Goodman's beneficial ownership percentage, 111,541 Shares that Mr. Goodman has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing.

(b)

Fund I directly holds 3,969,789 shares of Common Stock and SPV holds 461,811 shares of Common Stock. As the sole owner of SPV, Fund I may be deemed to beneficially own the shares held by SPV. As the sole general partner of Fund I, General Partner I may be deemed to beneficially own the shares held by Fund I and as the sole general partner of the General Partner I, GP Ltd. I may be deemed to beneficially own the shares held by Fund I. Fund II directly holds 8,453,038 shares of Common Stock. As the sole general partner of Fund II, General Partner II may be deemed to beneficially own the shares held by Fund II and as the sole general partner of General Partner II, GP Ltd. II may be deemed to beneficially own the shares held by Fund II. As directors of GP Ltd. I and GP Ltd. II, each of Mr. Adelman and Mr. Goodman may be deemed to beneficially own the shares held by Fund I and Fund II. In addition, Mr. Adelman may be deemed to beneficially own 99,406 shares of Common Stock he holds directly, and Mr. Goodman may be deemed to beneficially own (i) 113,287 shares of Common Stock held of record by the Goodman Barinaga Trust, for which Mr. Goodman serves as trustee, (ii) 54,083 shares of Common Stock held of record by Emaldi Corporation, for which Mr. Goodman serves as a director, and (iii) 111,541 shares of Common Stock Mr. Goodman has the right to acquire upon the exercise of stock options exercisable within 60 days of the date of this filing.

(c)

The response to Item 3 of this Schedule 13D is incorporated by reference herein. In addition, on January 20, 2026, Mr. Goodman was awarded, in his capacity as a director of the Issuer, 40,400 stock options, which vest in 12 monthly installments beginning on February 20, 2026. Except as set forth in this Amendment No. 1, no transactions in shares of Common Stock have been effected by the Reporting Persons within the past 60 days.

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.

venBio Global Strategic Fund, L.P.

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors of the General Partners
Date:	02/04/2026

venBio Global Strategic Fund II L.P.

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors of the General Partners
Date:	02/04/2026

venBio Global Strategic GP, L.P.

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors of the General Partner
Date:	02/04/2026

venBio Global Strategic GP II, L.P.

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors of the General Partner
Date:	02/04/2026

venBio Global Strategic GP, Ltd.

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors
Date:	02/04/2026

venBio Global Strategic GP II, Ltd.

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors
Date:	02/04/2026

Adelman Robert J

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact
Date:	02/04/2026

GOODMAN COREY S

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact
Date:	02/04/2026

Comments accompanying signature:

This Schedule 13D was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 99.2 to the Initial Schedule 13D filed October 1, 2020.

Source: View Original Filing on SEC EDGAR