SAN
DIEGO, May 10, 2024 /PRNewswire/ -- Inhibrx, Inc.
(Nasdaq: INBX) ("Inhibrx," or the "Company") today announced that
in connection with the previously announced distribution by the
Company of 92% of shares of common stock of its subsidiary Inhibrx
Biosciences, Inc. ("SpinCo") to holders of shares of the Company's
common stock on a pro rata basis (the "Spin-Off"), the Nasdaq
Global Market ("Nasdaq") informed the Company that Nasdaq intends
to permit the commencement of the trading of the shares of SpinCo
common stock on a "when-issued" basis after the stockholders of the
Company approve the acquisition of the Company by Sanofi (the
"Merger") at the Company's special meeting of stockholders, which
will be held on May 24, 2024.
As a result, shares of SpinCo common stock are expected to begin
trading on a "when-issued" basis on Nasdaq on May 28, 2024 (rather than May 16, 2024), under the symbol "INXB" and under
"Inhibrx Biosciences, Inc." When-issued trading of shares of SpinCo
common stock will continue until the distribution of shares of
SpinCo common stock in the Spin-Off occurs. Following the
completion of the Merger, SpinCo's shares of common stock will be
listed on Nasdaq under the symbol "INBX," which is currently the
symbol for the Company's shares of common stock.
The record date for the Spin-Off remains May 17, 2024 and the Company continues to expect
that the distribution of shares of SpinCo common stock in the
Spin-Off will occur at 11:59 p.m., Eastern
Time, on May 29, 2024. In
addition, the Company continues to expect that the closing date of
the Merger will occur on May 30,
2024. The completion of the Spin-Off and the Merger
remains subject to closing conditions noted in the Company's
Definitive Proxy Statement filed on April
26, 2024, including receipt of shareholder approval at the
Company's special meeting of stockholders to be held on
May 24, 2024.
About Inhibrx, Inc.
Inhibrx is a clinical-stage biopharmaceutical company focused on
developing a broad pipeline of novel biologic therapeutic
candidates in oncology and orphan diseases. Inhibrx utilizes
diverse methods of protein engineering to address the specific
requirements of complex target and disease biology, including its
proprietary protein engineering platforms. For more information,
please visit www.inhibrx.com.
About Sanofi
Sanofi is an innovative global healthcare company, driven by one
purpose: chase the miracles of science to improve people's lives.
Sanofi's team, across some 100 countries, is dedicated to
transforming the practice of medicine by working to turn the
impossible into the possible. Sanofi provides potentially
life-changing treatment options and life-saving vaccine protection
to millions of people globally, while putting sustainability and
social responsibility at the center of its ambitions.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements
about Sanofi's proposed acquisition of the Company and
INBRX-101, and the Company's related spin-off of the assets and
liabilities associated with INBRX-105, INBRX-106 and
INBRX-109, its existing pipeline and corporate infrastructure,
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, risks related to the satisfaction or waiver of the
conditions to closing the proposed acquisition (including the
failure to obtain necessary regulatory approvals and failure to
obtain the requisite vote by the Company's stockholders) in the
anticipated timeframe or at all, including the possibility that the
proposed acquisition does not close; the possibility that competing
offers may be made; risks related to the ability to realize the
anticipated benefits of the proposed acquisition, including the
possibility that the expected benefits from the acquisition will
not be realized or will not be realized within the expected time
period; the risk that the integration of the Company and Sanofi
will be more difficult, time consuming or costly than expected;
risks and costs relating to the separation of the assets and
liabilities associated with INBRX-105, INBRX-106 and INBRX-109
and the consummation of the spin-off in the anticipated timeframe
or at all; changes to the configuration of the
INBRX-105, INBRX-106 and INBRX-109 businesses included in the
separation if implemented; disruption from the transaction making
it more difficult to maintain business and operational
relationships; risks related to diverting management's attention
from the Company's ongoing business operation; negative effects of
this announcement or the consummation of the proposed transaction
on the market price of the Company's shares of common stock and/or
operating results; significant transaction costs; risks associated
with the discovery of unknown liabilities prior to or after the
closing of the proposed transactions; the risk of litigation and/or
regulatory actions related to the proposed transactions or the
Company's business; other business effects and uncertainties,
including the effects of industry, market, business, economic,
political or regulatory conditions; the conflicts in the
Ukraine and the Middle East; future exchange and interest
rates; changes in tax and other laws, regulations, rates and
policies; and future business combinations or disposals. Important
factors, risks and uncertainties that could cause actual results to
differ materially from such forward looking statements also include
but are not limited to the initiation, timing, progress and results
of the Company's research and development programs as well as the
Company's preclinical studies and clinical trials; the Company's
ability to advance therapeutic candidates into, and successfully
complete, clinical trials; the Company's interpretation of initial,
interim or preliminary data from the Company's clinical trials,
including interpretations regarding disease control and disease
response; the timing or likelihood of regulatory filings and
approvals, including whether any product candidate, receives
approval from the FDA, or similar regulatory authority, for an
accelerated approval process; the commercialization of the
Company's therapeutic candidates, if approved; the pricing,
coverage and reimbursement of the Company's therapeutic candidates,
if approved; the Company's ability to utilize the Company's
technology platform to generate and advance additional therapeutic
candidates; the implementation of the Company's business model and
strategic plans for the Company's business and therapeutic
candidates; the Company's ability to successfully manufacture the
Company's therapeutic candidates for clinical trials and commercial
use, if approved; the Company's ability to contract with
third-party suppliers and manufacturers and their ability to
perform adequately; the scope of protection the Company is able to
establish and maintain for intellectual property rights covering
the Company's therapeutic candidates; the Company's ability to
enter into strategic partnerships and the potential benefits of
such partnerships; the Company's estimates regarding expenses,
capital requirements and needs for additional financing; the
ability to raise funds needed to satisfy the Company's capital
requirements, which may depend on financial, economic and market
conditions and other factors, over which the Company may have no or
limited control; the Company's financial performance; the Company's
and the Company's third party partners' and service providers'
ability to continue operations and advance the Company's
therapeutic candidates through clinical trials and the ability of
the Company's third party manufacturers to provide the required raw
materials, antibodies and other biologics for the Company's
preclinical research and clinical trials in light of current market
conditions or any pandemics, regional conflicts, sanctions, labor
conditions, geopolitical events, natural disasters or extreme
weather events; the ability to retain the continued service of the
Company's key professionals and to identify, hire and retain
additional qualified professionals; and developments relating to
the Company's competitors and the Company's industry; and other
risks described from time to time in the "Risk Factors" section of
its filings with the U.S. Securities and Exchange Commission,
including those described in its Annual Report on Form 10-K as well
as its Quarterly Reports on Form 10-Q, and supplemented from time
to time by its Current Reports on Form 8-K. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date hereof, and the Company undertakes no
obligation to update these statements to reflect events that occur
or circumstances that exist after the date hereof. All
forward-looking statements are qualified in their entirety by this
cautionary statement, which is made under the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995.
Additional Information and Where to Find It
This communication is being made in connection with the proposed
transaction involving the Company, Sanofi and the other parties to
the Merger Agreement. The Company filed the definitive proxy
statement on April 26, 2024, which
was mailed to the Company's stockholders of record as of
April 24, 2024 in connection with the
proposed acquisition. This communication is not a substitute for
the proxy statement or any other document that may be filed by the
Company with the SEC. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION. Any vote in respect of resolutions to be
proposed at the Company's annual meeting of stockholders to approve
the proposed acquisition or other responses in relation to the
proposed acquisition should be made only on the basis of the
information contained in the Company's proxy statement. Investors
and security holders may obtain free copies of these documents
(when they are available) and other related documents filed with
the SEC at the SEC's web site at www.sec.gov or on the
Company's website at https://www.inhibrx.com.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Participants in Solicitation
The Company, its respective directors and certain of their
respective executive officers may be deemed to be "participants"
(as defined under Section 14(a) of the Securities
Exchange Act of 1934) in the solicitation of proxies from
stockholders of the Company with respect to the potential
transaction. Information about the identity of Company's
(i) directors is set forth in the section entitled "Our Board
of Directors" on page 153 of Company's Annual Report on
Form 10-K filed with the SEC on February 28, 2024 (the
"2024 10-K") (and available here) and (ii) executive
officers is set forth in the section entitled "Our Executive
Officers" on page 157 of the 2024 10-K (and
available here). Information about the compensation of
Company's non-employee directors is set forth in the section
entitled "Non-Employee Director Compensation Policy" starting on
page 158 of the 2024 10-K (and available here).
Information about the compensation of Company's named executive
officers is set forth in the section entitled "Executive
Compensation" starting on page 158 of the 2024 10-K (and
available here). Transactions with related persons (as defined
in Item 404 of Regulation S-K promulgated under the Securities Act
of 1933) are disclosed in the section entitled "Certain
Relationships and Related Party Transactions" on page 171 of
the 2024 10-K (and available here). Information about the
beneficial ownership of Company securities by Company's directors
and named executive officers is set forth in the section entitled
"Security Ownership of Certain Beneficial Owners and Management"
starting on page 118 of the definitive proxy statement (and
available here). Other information regarding certain
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise
are contained in the section entitled "Interests of Certain Persons
in the Merger and the Spin-Off" beginning on page 60 of the
definitive proxy statement (and available here).
Any change of the holdings of the Company's securities by its
directors or executive officers from the amounts set forth in the
2024 10-K have been reflected in the following Statements of
Beneficial Ownership on Form 4 filed with the SEC:
Forms 4, filed by Kelly Deck,
with the filing of the Company on March 6, 2024, March 12, 2024, March 15,
2024, March 22, 2024,
March 28, 2024 and May 8, 2024; Forms 4, filed by Brendan Eckelman, with the filing of the Company
on March 12, 2024 and March 15, 2024. As of May
10, 2024, the "participants" set forth above "beneficially
owned" (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) less than 1% of shares of common stock, par
value $0.0001 share, of the
Company.
Additional information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be included in the
definitive proxy statement relating to the proposed
acquisition when it is filed with the SEC. These documents (when
available) may be obtained free of charge from the SEC's website
at www.sec.gov and the Company's website
at https://www.inhibrx.com.
Investor and Media Contact:
Kelly Deck, CFO
ir@inhibrx.com
858-795-4260
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SOURCE Inhibrx, Inc.
