RA Capital Management and affiliated investors report a significant passive stake in ALX Oncology Holdings Inc. They beneficially own 13,117,106 shares of common stock, representing 9.99% of the company’s outstanding shares, calculated under a 9.99% beneficial ownership blocker.
The Fund directly holds 13,011,849 common shares and pre-funded warrants exercisable for up to 12,473,803 additional shares, but the warrants cannot be exercised if ownership would exceed 9.99%. Voting and investment power over the reported securities is delegated to RA Capital, with certain entities and individuals disclaiming beneficial ownership for purposes other than Section 13(d) reporting.
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Insights
RA Capital and affiliates report a capped 9.99% economic interest in ALX Oncology via shares and pre-funded warrants.
The filing shows RA Capital Healthcare Fund, L.P. directly holding 13,011,849 ALX Oncology common shares plus pre-funded warrants for up to 12,473,803 additional shares. A 9.99% beneficial ownership blocker limits how many warrants can be exercised at any time.
All reporting persons disclose aggregate beneficial ownership of 13,117,106 shares, equal to 9.99% of the class. This percentage is based on common shares outstanding and offering-related issuances described in the company’s prior reports, plus 105,257 shares issuable from the warrants.
Voting and dispositive power over the securities is delegated to RA Capital Management, L.P., with related general partners and managers potentially deemed beneficial owners solely for Section 13(d) purposes. They certify the position is not held to change or influence control of the issuer.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALX Oncology Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00166B105
(CUSIP Number)
02/02/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
00166B105
1
Names of Reporting Persons
RA Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,117,106.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,117,106.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,117,106.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
00166B105
1
Names of Reporting Persons
Peter Kolchinsky
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,117,106.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,117,106.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,117,106.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
00166B105
1
Names of Reporting Persons
Rajeev Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,117,106.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,117,106.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,117,106.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
00166B105
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,117,106.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,117,106.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,117,106.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ALX Oncology Holdings Inc.
(b)
Address of issuer's principal executive offices:
323 ALLERTON AVENUE, SOUTH SAN FRANCISCO, CA, 94080.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky ("Dr. Kolchinsky")
Rajeev Shah ("Mr. Shah")
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
00166B105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Fund directly holds (i) 13,011,849 shares of common stock; and (ii) pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 12,473,803 shares of common stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker") which precludes exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. The Fund is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 13,117,106 shares of common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 54,218,001 shares of common stock outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 7, 2025; (ii) 76,979,112 shares of common stock issued in the Issuer's public offering of equity securities that closed on February 2, 2026, as reported in the Issuer's prospectus supplement dated January 30, 2026 filed with the SEC on January 30, 2026; and (iii) 105,257 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
02/09/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
02/09/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
02/09/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
How much of ALX Oncology (ALXO) does RA Capital report owning?
RA Capital and affiliated reporting persons disclose beneficial ownership of 13,117,106 shares of ALX Oncology common stock. This represents 9.99% of the outstanding class, calculated under the SEC’s Section 13(d) rules using the company’s reported share count and certain warrant shares.
What securities linked to ALX Oncology does the RA Capital fund directly hold?
The RA Capital Healthcare Fund directly holds 13,011,849 common shares of ALX Oncology and pre-funded warrants exercisable for up to 12,473,803 additional shares. However, a beneficial ownership blocker limits how many warrant shares can be exercised so total beneficial ownership does not exceed 9.99%.
Why is RA Capital’s ownership in ALX Oncology capped at 9.99%?
The pre-funded warrants include a beneficial ownership blocker set at 9.99%. This provision prevents exercise of the warrants to the extent it would cause RA Capital’s affiliated holders to own more than 9.99% of ALX Oncology’s outstanding common stock at any time.
Who has voting and investment power over RA Capital’s ALX Oncology shares?
RA Capital Management, L.P. serves as investment adviser to the fund and has delegated authority to vote and dispose of the ALX Oncology securities. The fund itself has divested voting and investment power and disclaims beneficial ownership for Section 13(d) purposes under the described delegation arrangement.
Is RA Capital’s ALX Oncology stake intended to influence control of the company?
The reporting persons certify that the ALX Oncology securities were not acquired and are not held to change or influence control of the issuer. They also state the holdings are not in connection with any control-related transaction, other than activities solely tied to a specific nomination rule reference.
How did RA Capital calculate its 9.99% ownership in ALX Oncology?
The 9.99% beneficial ownership is based on the company’s reported 54,218,001 shares outstanding as of October 31, 2025, plus 76,979,112 shares issued in a public offering and 105,257 shares issuable from pre-funded warrants counted in the ownership calculation.
