ALX Oncology Holdings Inc. (ALXO) received a Schedule 13G disclosing a significant passive ownership stake by TCG Crossover funds and Chen Yu. The filing reports that TCG Crossover Fund II, L.P. and TCG Crossover Fund III, L.P., through their Delaware general partners, each beneficially own 6,505,925 and 6,505,924 shares of Common Stock, respectively, representing 5.0% of the class for each fund.
Chen Yu, as sole managing member of both general partners, is reported to beneficially own 13,011,849 shares of Common Stock, or 9.9% of the outstanding shares, based on 131,197,113 shares of Common Stock. The filing explains that additional shares underlying Pre-Funded Warrants, totaling 3,050,159 for TCG Crossover II and 3,050,158 for TCG Crossover III, are excluded because a 9.99% Beneficial Ownership Limitation prevents exercise within 60 days. The Reporting Persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of ALX Oncology.
Positive
None.
Negative
None.
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)
01/30/2026
(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
TCG Crossover GP II, LLC
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
6,505,925.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,505,925.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,505,925.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 3,050,159 shares of Common Stock subject to Pre-Funded Warrants (the Pre-Funded Warrants) which are not exercisable within 60 days of this Statement because the Pre-Funded Warrants may not be exercised to the extent that doing so would result in the holder of the Pre-Funded Warrants (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation).
Based on 131,197,113 shares of Common Stock, as follows: (a) 54,218,001 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer (as defined in Item 1(a) below) in its Quarterly Report on Form 10-Q, filed with the United States Securities and Exchange Commission (the Commission) on November 7, 2025 (the Form 10-Q), plus (b) 76,979,112 shares of Common Stock issued in an underwritten offering that closed on January 30, 2026, as reported in the Issuer's Current Report on Form 8-K, filed with the Commission on January 30, 2026 (the Offering).
SCHEDULE 13G
CUSIP No.
00166B105
1
Names of Reporting Persons
TCG Crossover Fund II, 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
6,505,925.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,505,925.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,505,925.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 3,050,159 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 131,197,113 shares of Common Stock, as follows: (a) 54,218,001 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer in the Form 10-Q, plus (b) 76,979,112 shares of Common Stock issued in the Offering.
SCHEDULE 13G
CUSIP No.
00166B105
1
Names of Reporting Persons
TCG Crossover GP III, LLC
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
6,505,924.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,505,924.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,505,924.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 3,050,158 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 131,197,113 shares of Common Stock, as follows: (a) 54,218,001 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer in the Form 10-Q, plus (b) 76,979,112 shares of Common Stock issued in the Offering.
SCHEDULE 13G
CUSIP No.
00166B105
1
Names of Reporting Persons
TCG Crossover Fund III, 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
6,505,924.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,505,924.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,505,924.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes 3,050,158 shares of Common Stock subject to Pre-Funded Warrants which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 131,197,113 shares of Common Stock, as follows: (a) 54,218,001 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer in the Form 10-Q, plus (b) 76,979,112 shares of Common Stock issued in the Offering.
SCHEDULE 13G
CUSIP No.
00166B105
1
Names of Reporting Persons
Chen Yu
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
13,011,849.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,011,849.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,011,849.00
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)
IN
Comment for Type of Reporting Person:
Consists of (i) 6,505,925 shares of Common Stock held of record by TCG Crossover II and (ii) 6,505,924 shares of Common Stock held of record by TCG Crossover III. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover II. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover III. Chen Yu is the sole managing member of each of TCG Crossover GP II and TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to the securities held of record by TCG Crossover II and TCG Crossover III. This total excludes (i) 3,050,159 shares of Common Stock subject to Pre-Funded Warrants held by TCG Crossover II and (ii) 3,050,158 shares of Common Stock subject to Pre-Funded Warrants held by TCG Crossover III which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 131,197,113 shares of Common Stock, as follows: (a) 54,218,001 shares of Common Stock outstanding as of October 31, 2025, as reported by the Issuer in the Form 10-Q, plus (b) 76,979,112 shares of Common Stock issued in the Offering.
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:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II), TCG Crossover GP II, LLC (TCG Crossover GP II), TCG Crossover Fund III, L.P. (TCG Crossover III) and TCG Crossover GP III, LLC (TCG Crossover GP III and together with TCG Crossover II, TCG Crossover GP II and TCG Crossover III, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP II and TCG Crossover GP III are each a limited liability company organized under the laws of the State of Delaware. TCG Crossover II and TCG Crossover III are each a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of TCG Crossover II and TCG Crossover III and the limited liability company agreements of TCG Crossover GP II and TCG Crossover GP III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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.
What ownership stake does TCG Crossover report in ALX Oncology (ALXO)?
TCG Crossover reports that two affiliated funds together beneficially own 13,011,849 shares of ALX Oncology Common Stock. This represents a 9.9% stake in the company’s outstanding shares, based on 131,197,113 shares of Common Stock referenced in the filing.
How many ALX Oncology shares does each TCG Crossover fund hold?
TCG Crossover Fund II, L.P. reports beneficial ownership of 6,505,925 shares of ALX Oncology Common Stock. TCG Crossover Fund III, L.P. reports beneficial ownership of 6,505,924 shares. Each position is described as representing 5.0% of the company’s outstanding Common Stock.
What percentage of ALX Oncology (ALXO) shares does Chen Yu beneficially own?
Chen Yu is reported to beneficially own 13,011,849 shares of ALX Oncology Common Stock. This position represents 9.9% of the outstanding Common Stock, based on 131,197,113 shares outstanding, and reflects indirect holdings through TCG Crossover II and TCG Crossover III.
Why are some ALX Oncology pre-funded warrants excluded from TCG Crossover’s 13G totals?
The filing excludes shares underlying Pre-Funded Warrants because they are not exercisable within 60 days due to a 9.99% Beneficial Ownership Limitation. Exercising them would push beneficial ownership above 9.99%, so these warrant shares are not counted in the reported ownership.
How was the 131,197,113 ALX Oncology share count used in the 13G calculated?
The 131,197,113 total combines 54,218,001 shares outstanding as of October 31, 2025, from ALX Oncology’s Form 10-Q, and 76,979,112 additional shares issued in an underwritten offering that closed on January 30, 2026, as noted in a Form 8-K.
Does TCG Crossover intend to influence control of ALX Oncology according to this 13G?
The Reporting Persons certify that the ALX Oncology securities were not acquired and are not held for the purpose of changing or influencing control. They state the holdings are not in connection with any transaction intended to affect control, consistent with a passive Schedule 13G filing.
