UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 17, 2021, ALX Oncology Holdings Inc., a Delaware corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. and Credit Suisse Securities (USA) LLC (the “Sales Agents”), pursuant to which the Company may offer and sell from time to time through the Sales Agents up to $150 million of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in such share amounts as the Company may specify by notice to the Sales Agents, in accordance with the terms and conditions set forth in the Sales Agreement.
Upon delivery of a placement notice to one of the Sales Agents and subject to the terms and conditions of the Sales Agreement, sales, if any, of the Shares may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the Nasdaq Stock Market. Under the Sales Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Company is not obligated to sell any Shares under the Sales Agreement.
The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-258812) which was automatically effective upon filing with the Securities and Exchange Commission (“SEC”) on August 13, 2021. The Company filed a prospectus supplement, dated December 17, 2021, with the SEC in connection with the offer and sale of the Shares.
The Company or Sales Agents may suspend or terminate the Sales Agreement upon written notice to the other party for any reason or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.
The Sales Agreement contains customary representations, warranties and agreements by the Company, and indemnification rights and obligations of the parties. The Sales Agreement provides that the Sales Agents will be entitled to compensation for their services of up to 3.0% of the gross sales price per share of all shares sold through the Sales Agents under the Sales Agreement. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Sales Agents against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Sales Agents may be required to make in respect of these liabilities, and to reimburse the Sales Agents for certain expenses.
The above summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, a copy which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the shares of Common Stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Sales Agreement, dated December 17, 2021, by and among ALX Oncology Holdings Inc., Cantor Fitzgerald & Co., and Credit Suisse Securities (USA) LLC | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included with the opinion filed as Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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. | ||
| By: | /s/ Peter Garcia | |
| Peter Garcia | ||
| Chief Financial Officer | ||
Date: December 17, 2021