Inhibrx Biosciences Enters Material Agreement, Completes Spin-Off

TL;DR

Inhibrx Biosciences is officially spinning off and entering new agreements. Big changes ahead!

AI Summary

On May 29, 2024, Inhibrx Biosciences, Inc. entered into a material definitive agreement related to its spin-off from 03 Life Sciences. This event also involves unregistered sales of equity securities and potential modifications to security holder rights. The company, formerly known as Ibex SpinCo, Inc., changed its name on January 11, 2024.

Why It Matters

This 8-K filing signals a significant corporate restructuring for Inhibrx Biosciences, indicating a move towards independent operations and potential new strategic directions.

Risk Assessment

Risk Level: medium — Spin-offs and material definitive agreements can introduce complexities and uncertainties regarding future operations and shareholder value.

Key Players & Entities

• Inhibrx Biosciences, Inc. (company) — Registrant
• 03 Life Sciences (company) — Parent/Related Entity
• Ibex SpinCo, Inc. (company) — Former Company Name
• May 29, 2024 (date) — Date of earliest event reported
• January 11, 2024 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share INXB The Nasdaq Stock Marke
• $0 — ants have a per share exercise price of $0.0001, subject to proportional adjustmen
• $17.00 — stock at a per share exercise price of $17.00 (subject to adjustment) issued by Remai
• $695,250 — re entitled to an annual base salary of $695,250, $535,600 and $460,100, and are eligibl
• $535,600 — d to an annual base salary of $695,250, $535,600 and $460,100, and are eligible to recei
• $460,100 — l base salary of $695,250, $535,600 and $460,100, and are eligible to receive an annual

Filing Documents

• tm243190d19_8k.htm (8-K) — 62KB
• tm243190d19_ex3-1.htm (EX-3.1) — 70KB
• tm243190d19_ex3-2.htm (EX-3.2) — 125KB
• tm243190d19_ex10-1.htm (EX-10.1) — 110KB
• tm243190d19_ex10-3.htm (EX-10.3) — 180KB
• tm243190d19_ex10-4.htm (EX-10.4) — 64KB
• 0001104659-24-066645.txt ( ) — 913KB
• inxb-20240529.xsd (EX-101.SCH) — 3KB
• inxb-20240529_lab.xml (EX-101.LAB) — 33KB
• inxb-20240529_pre.xml (EX-101.PRE) — 22KB
• tm243190d19_8k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement On May 29, 2024, Inhibrx, Inc., a Delaware corporation ("RemainCo"), completed the distribution of 92% of the issued and outstanding shares of common stock of its subsidiary, Inhibrx Biosciences, Inc., a Delaware corporation (the "Company"), to holders of shares of RemainCo's common stock as of the distribution record date of May 17, 2024, on a pro rata basis (the "Distribution"), at a ratio of one share of the Company's common stock for every four shares of RemainCo's issued and outstanding common stock held on the distribution record date. Issuance of Warrants In connection with the Distribution, an d pursuant to the terms of RemainCo's pre-funded warrants to purchase shares of RemainCo's common stock at a per share exercise price of $0.0001 (the "RemainCo 2023 Warrants"), the Company issued warrants to purchase up to an aggregate of 991,849 shares of the Company's shares of common stock (the "Warrants") to the holders of the outstanding RemainCo 2023 Warrants. The Warrants have a per share exercise price of $0.0001, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Warrants will not expire until exercised in full. Each Warrant will be exercisable, at the option of the holder of such Warrant, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by either (a) payment in full for the number of shares of the Company's common stock purchased upon such exercise or (b) through a cashless exercise, in which case the holder will receive upon such exercise the net number of shares of the Company's common stock determined according to a formula set forth in the Warrant. The Warrants may not be exercised if the aggregate number of shares of the Company's common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure regarding the issuance of the Warrants set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. On May 29, 2024, the Company issued 1,838 shares of common stock to Oxford Finance LLC in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the terms of RemainCo's warrants to purchase 7,354 shares of RemainCo's shares of common stock at a per share exercise price of $17.00 (subject to adjustment) issued by RemainCo in 2020.

03 Material Modification to Rights of Securityholders

Item 3.03 Material Modification to Rights of Securityholders. The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

02 Compensatory Arrangements of Certain Officers

Item 5.02 Compensatory Arrangements of Certain Officers. On May 30, 2024, following the consummation of the merger of RemainCo with a wholly owned indirect subsidiary of Sanofi, the Company entered into an employment agreement with each of its named executive officers, Mark P. Lappe, Brendan P. Eckelman, Ph.D. and Kelly D. Deck, C.P.A. (each, an "executive"). In addition, each executive entered into a Proprietary Information and Inventions Assignment Agreement obligating the executive to refrain from disclosing any of the Company's proprietary information received during the course of employment and to assign to the Company any inventions conceived or developed during the course of employment. Under their employment agreements, Mr. Lappe, Dr. Eckelman and Ms. Deck, respectively, are entitled to an annual base salary of $695,250, $535,600 and $460,100, and are eligible to receive an annual bonus of up to 60%, 45% and 45%, of their then-current base salary based on the achievement of certain corporate goals. The employment agreements provide for the following severance payments upon termination by the Company without Cause (as defined below), or by the executive for Good Reason (as defined below): (i) payment of the executive's then-current base salary for a period of 12 months following termination; (ii) acceleration of unvested equity awards that would have vested during the 12 months following the date of termination; and (iii) continued coverage under the Company's group health insurance plan with the cost of such coverage shared in the same relative proportion by the Company and the executive as in effect on their last day of employment until the earlier of 12 months from termination or the date the executive becomes eligible for medical benefits with another employer. The agreements further provide that upon termination by the Company without Cause or by the executive for Good Reason within a period of one year following a Change of Control (as defined below

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 29, 2024, in connection with the anticipated completion of the Distribution, the Company (a) filed with the Secretary of State of the State of Delaware the Amended & Restated Certificate of Incorporation and (b) adopted the Amended & Restated Bylaws, each of which is described in the Information filed with the SEC and which was declared effective on May 24, 2024. The above description is qualified in its entirety by reference to the Amended & Restated Certificate of Incorporation and the Amended & Restated Bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

01 Other Events

Item 8.01 Other Events. After giving effect to the Distribution, the shares of the Company's common stock that were retained by RemainCo in connection with the Distribution and the private placement described in Item 3.02 of this Current Report on Form 8-K, as of May 30, 2024, the Company had 14,475,904 shares of its common stock issued and outstanding. 5

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 3.1 Amended & Restated Certificate of Incorporation of Inhibrx Biosciences, Inc. 3.2 Amended & Restated Bylaws of Inhibrx Biosciences, Inc. 4.1 Form of Warrant to Purchase Stock (incorporated by reference to Exhibit 4.1 of Inhibrx Biosciences, Inc.'s Registration Statement on Form 10 (File No 001-42031) filed on May 15, 2024). 10.1^* Registration Rights Agreement, dated as of May 29, 2024, by and among Inhibrx Biosciences, Inc. and the parties thereto. 10.2 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Inhibrx Biosciences, Inc.'s Registration Statement on Form 10 (File No 001-42031) filed on May 15, 2024). 10.3^* Transition Services Agreement, dated as of May 29, 2024, by and between Inhibrx Biosciences, Inc. and Inhibrx, Inc. 10.4 Form of Stock Option Grant Notice under the 2024 Omnibus Incentive Plan. 104 The cover page of this Current Report on Form 8-K formatted as Inline XBRL. ^ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request. * Pursuant to Item 601(a)(6) of Regulation S-K, certain information from this exhibit have been redacted as their disclosure would constitute a clearly unwarranted invasion of personal privacy. 6 Cautionary Statement Regarding Forward-Looking Statements This communication contains forward-looking statements about the Company's obligations following the Distribution and the Merger (collectively, and together with any related transactions, the "transactions"), which involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among other things, disruption from the transactio

SIGNATURES

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. Date: May 30, 2024 INHIBRX BIOSCIENCES, INC. By: /s/ Kelly Deck Name: Kelly Deck Title: Chief Financial Officer and Treasurer 8

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View this 8-K filing on SEC EDGAR