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): March 11, 2021
ALX ONCOLOGY HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39386 | 85-0642577 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) | ||
| 866 Malcolm Road, Suite 100 Burlingame, California |
||||
| 94010 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (650) 466-7125
N/A
(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, $0.001 par value 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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On March 11, 2021, the Board of Directors (the “Board”) of ALX Oncology Holdings Inc. (the “Company”) voted to increase its authorized size from six directors to seven directors. Contemporaneously, Sophia Randolph, M.D., Ph.D., the Company’s Chief Medical Officer, was appointed to the Board to fill the newly created vacancy. Dr. Randolph will serve as a Class I director, with a term expiring at the Company’s 2021 annual meeting of the stockholders. Dr. Randolph will not serve as a member of any committee of the Board.
Dr. Randolph has served as the Company’s Chief Medical Officer since June 2016 and as an employee director will not receive any additional compensation as a result of her appointment as a director of the Company. There is no arrangement or understanding between Dr. Randolph and any other persons pursuant to which Dr. Randolph was elected as a director.
Dr. Randolph is a party to the following transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K: On April 1, 2020, the Company completed a reorganization whereby ALX Oncology Limited became the Company’s wholly-owned subsidiary and all of the shareholders of ALX Oncology Limited became the Company’s stockholders, holding the same number of corresponding shares as they did in ALX Oncology Limited immediately prior to the reorganization. In connection with the reorganization, Dr. Randolph was issued 132,966 shares of the Company’s common stock with a total purchase price of $131,250 in exchange for the corresponding shares she held in ALX Oncology Limited immediately prior to the reorganization.
Dr. Randolph is not a party to any other transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On March 15, 2021, the Company issued a press release announcing the appointment of Dr. Randolph as director. The press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 15, 2021 | |
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: March 15, 2021 | By: | /s/ Peter Garcia | ||||
| Peter Garcia | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
ALX Oncology Announces Appointment of Sophia Randolph, M.D., Ph.D., to Board of Directors
BURLINGAME, Calif., March 15, 2021 (GLOBE NEWSWIRE) -- ALX Oncology Holdings Inc., (“ALX Oncology”) (Nasdaq: ALXO), a clinical-stage immuno-oncology company developing therapies that block the CD47 checkpoint pathway, today announced the appointment of Sophia Randolph, M.D., Ph.D., to its Board of Directors. Dr. Randolph brings over fifteen years of biopharmaceutical industry experience and serves as Chief Medical Officer of ALX Oncology and will continue in this role.
“Dr. Randolph brings significant pharmaceutical research and development expertise to ALX Oncology and has been a crucial member of our management team over the last five years,” said Corey Goodman, Ph.D., Executive Chairman of ALX Oncology. “This appointment represents another strong addition to our Board of Directors and complements the expertise of the current board members, as well as adding a valuable new perspective, and positions us well for continued clinical development and growth.”
“It is a privilege to be joining ALX Oncology’s Board of Directors and contribute to corporate strategy as ALX prepares to initiate numerous clinical trials this year,” said Sophia Randolph, M.D., Ph.D., Chief Medical Officer of ALX Oncology. “I look forward to working closely with the Board and continuing my role as Chief Medical Officer through what I believe will be a momentous time for the Company, while making a positive impact on people living with cancer.”
Dr. Randolph has served as the Chief Medical Officer of ALX Oncology since June 2016. Prior to joining us, she was with Pfizer Oncology Early and Late Development Groups, where she served most recently as Executive Director, Oncology and was the global clinical franchise lead for Ibrance® (palbociclib) at Pfizer, where she oversaw the program from first-in-human trials to regulatory approval. Previously, Dr. Randolph was Director, Clinical Sciences, Oncology at Merck & Co., Inc. She holds an A.B. in Biochemistry from Harvard University and an M.D. and a Ph.D. in Cellular and Molecular Biology from the University of Michigan. Dr. Randolph completed her oncology fellowship training at Seattle Cancer Care Alliance/Fred Hutchinson Cancer Research Center.
About ALX Oncology
ALX Oncology is a publicly traded, clinical-stage immuno-oncology company focused on helping patients fight cancer by developing therapies that block the CD47 checkpoint pathway and bridge the innate and adaptive immune system. ALX Oncology’s lead product candidate, ALX148, is a next generation CD47 blocking therapeutic that combines a high-affinity CD47 binding domain with an inactivated, proprietary Fc domain. ALX148 has demonstrated promising clinical responses across a range of hematologic and solid malignancies in combination with a number of leading anti-cancer agents. ALX Oncology intends to continue clinical development of ALX148 for the treatment of a range of solid tumor indications as well as MDS and AML. For more information, please visit ALX Oncology’s website at www.alxoncology.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on ALX Oncology’s beliefs and assumptions and on information currently available to it on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause ALX Oncology’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include but are not limited to statements regarding ALX Oncology’s clinical pipeline and the expectations regarding the beneficial characteristics, safety, efficacy and therapeutic effects of ALX148 in addition to key milestones such as anticipated clinical trial data readouts and cash and other financial expectations. These and other risks are described more fully in ALX Oncology’s filings with the Securities and Exchange Commission (“SEC”), including ALX Oncology’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2020, and other documents ALX Oncology subsequently files with the SEC from time to time. Except to the extent required by law, ALX Oncology undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Investor Contact:
Peter Garcia
Chief Financial Officer, ALX Oncology
(650) 466-7125 Ext. 113
peter@alxoncology.com
Argot Partners
(212)-600-1902
alxoncology@argotpartners.com
Media Contact:
Karen Sharma
MacDougall
(781) 235-3060
alx@macbiocom.com