Xencor Inc. Files 8-K: Material Definitive Agreement

TL;DR

Xencor signed a big deal, filing an 8-K today.

AI Summary

On September 10, 2024, Xencor Inc. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. The filing details are part of a current report under the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates Xencor Inc. has entered into a significant new agreement, which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Players & Entities

• Xencor Inc. (company) — Registrant
• September 10, 2024 (date) — Date of earliest event reported
• 465 North Halstead Street, Suite 200 Pasadena, California 91107 (address) — Principal Executive Offices
• 626-305-5900 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share XNCR Nasdaq Global Market
• $18.00 — arrants"). The public offering price is $18.00 per share of Common Stock and the Under
• $16.92 — he Underwriting Agreement at a price of $16.92 per share. The public offering price is
• $17.99 — per share. The public offering price is $17.99 per Pre-Funded Warrant, which represent
• $16.91 — he Underwriting Agreement at a price of $16.91 per share. Under the terms of the Unde
• $175 million — from the Offering will be approximately $175 million (excluding any sale of shares of Common

Filing Documents

• ea0214325-8k_xencor.htm (8-K) — 37KB
• ea021432501ex1-1_xencor.htm (EX-1.1) — 230KB
• ea021432501ex4-1_xencor.htm (EX-4.1) — 78KB
• ea021432501ex5-1_xencor.htm (EX-5.1) — 10KB
• ea021432501ex99-1_xencor.htm (EX-99.1) — 8KB
• ea021432501ex99-2_xencor.htm (EX-99.2) — 8KB
• ex5-1_001.jpg (GRAPHIC) — 9KB
• ex5-1_002.jpg (GRAPHIC) — 3KB
• ex99-1_001.jpg (GRAPHIC) — 19KB
• ex99-2_001.jpg (GRAPHIC) — 19KB
• 0001213900-24-077934.txt ( ) — 704KB
• xncr-20240910.xsd (EX-101.SCH) — 3KB
• xncr-20240910_lab.xml (EX-101.LAB) — 33KB
• xncr-20240910_pre.xml (EX-101.PRE) — 22KB
• ea0214325-8k_xencor_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 10, 2024, Xencor, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Leerink Partners LLC, Raymond James & Associates, Inc. and RBC Capital Markets, LLC, as the representatives of the underwriters named therein (the "Underwriters"), relating to an underwritten public offering (the "Offering") of an aggregate of 6,635,112 shares of the Company's common stock, par value $0.01 per share ("Common Stock") and pre-funded warrants to purchase up an aggregate of 3,088,888 shares of Common Stock (the "Pre-Funded Warrants"). The public offering price is $18.00 per share of Common Stock and the Underwriters have agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $16.92 per share. The public offering price is $17.99 per Pre-Funded Warrant, which represents the per share public offering price per share of Common Stock, less the $0.01 exercise price for each Pre-Funded Warrant, and the Underwriters have agreed to purchase the Pre-Funded Warrants pursuant to the Underwriting Agreement at a price of $16.91 per share. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 1,458,600 shares of Common Stock at the public offering price. The Offering is being made pursuant to the Company's automatic shelf registration statement on Form S-3ASR (File No. 333-270030), previously filed with the Securities and Exchange Commission (the "SEC") on February 27, 2023 and which automatically became effective upon filing, a base prospectus dated February 27, 2023 and a prospectus supplement dated September 10, 2024. Each Pre-Funded Warrant is exercisable at any time after the date of issuance and will expire on the date it is exercised in full. However, a

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking use of proceeds from the Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing the Offering on a timely basis or at all, market and other conditions, and other risks detailed from time to time in the Company's periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.

01. Other Events

Item 8.01. Other Events. On September 10, 2024, the Company issued a press release announcing the proposed Offering. On September 11, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of the press release are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated September 10, 2024, by and among Xencor, Inc. and Leerink Partners LLC, Raymond James & Associates, Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named therein. 4.1 Form of Pre-Funded Warrant to Purchase Common Stock. 5.1 Opinion of Paul Hastings LLP. 23.1 Consent of Paul Hastings LLP (included in Exhibit 5.1). 99.1 Press Release, dated September 10, 2024. 99.2 Press Release, dated September 11, 2024. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 2

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. XENCOR, INC. Date: September 12, 2024 By: /s/ Celia Eckert Celia Eckert General Counsel & Corporate Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR