The surrender of 13.35M shares reduces the outstanding float, but the issuance of immediately-exercisable pre-funded warrants means the three large holders can re-enter at any time via cashless exercise. Watch for Form 4 filings showing warrant exercise and subsequent open-market sales — the 4.99%/9.99% beneficial ownership blockers limit immediate re-entry but holders can increase the cap after 61 days' notice. The net effect on share count is neutral-to-negative over the medium term as these holders likely monetize their positions.
Price Chart
Executive Summary
ALX Oncology entered into exchange agreements with major stockholders (Blackstone, RA Capital, venBio) to surrender 13,353,384 shares of common stock for no consideration in exchange for pre-funded warrants exercisable at $0.001 per share. The transaction, structured as an exempt exchange under Section 3(a)(9) of the Securities Act, eliminates the overhang from these large holders' existing common stock positions while granting them deeply in-the-money warrants that can be exercised immediately via cashless exercise. This is a balance-sheet restructuring that reduces share count but creates immediate potential for re-dilution at the holders' discretion.
Key Facts
- Stockholders surrendered 13,353,384 shares of common stock for no consideration
- Company issued pre-funded warrants to purchase 13,353,384 shares at $0.001 per share
- Participants: Blackstone Annex Master Fund (12,885,891 shares), RA Capital Healthcare Fund (213,667 shares), venBio Global Strategic Fund (253,826 shares)
- Warrants exercisable immediately via cashless exercise, never expire until exercised in full
- Exchange structured under Section 3(a)(9) of the Securities Act — no registration required
- Settlement expected on October 15, 2026
Financial Impact
13,353,384 shares retired from outstanding count; 13,353,384 pre-funded warrants issued with $0.001 exercise price — warrants represent essentially immediate re-dilution at holder's option via cashless exercise
Risk Factors
- Pre-funded warrants allow immediate re-dilution via cashless exercise at holders' discretion
- Blackstone (12.9M shares) is the dominant participant — its exit strategy post-exchange will determine float impact
- No cash proceeds to the company — this is purely a capital structure reshuffling, not a capital raise
- Warrants have no expiration — overhang persists indefinitely until exercised
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-422992 |
| Document: alxo-ex10_1.htm | 0001193125-26-422992 |
| Document: alxo-20261014.htm | 0001193125-26-422992 |
| Document: 0001193125-26-422992-index-headers.html | 0001193125-26-422992 |
| Document: 0001193125-26-422992-index.html | 0001193125-26-422992 |
| Document: 0001193125-26-422992.txt | 0001193125-26-422992 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 9d ago | SC 13D/A | $1.14 | awaiting T+5 | — | $1.12 (−2.19%) |
Oct 15, 2026 10d ago | 8-K | $1.06 $1.17 | ▲ +10.38% | ▲ +10.81% | $1.12 (+5.19%) |
Sep 28, 2026 28d ago | Press Release | $1.39 $1.21 | ▼ −12.95% | ▼ −14.15% | $1.12 (−19.78%) |
Aug 15, 2026 10w ago | Institutional Cluster | $1.97 $1.99 | ▲ +1.02% | ▲ +2.21% | $1.12 (−43.40%) |
Aug 6, 2026 11w ago | 8-K | $2.11 $1.94 | ▼ −8.06% | ▼ −9.27% | $1.12 (−47.16%) |
Jun 30, 2026 16w ago | 8-K | $2.06 $2.36 | ▲ +14.56% | ▲ +14.30% | $1.12 (−45.87%) |
Jun 26, 2026 17w ago | 8-K | $2.20 $2.19 | ▼ −0.45% | ▼ −1.84% | $1.12 (−49.32%) |
Jun 12, 2026 19w ago | Institutional Cluster | $1.58 $1.53 | ▲ +3.16% | ▲ +3.84% | $1.12 (+29.43%) |
May 8, 2026 24w ago | 8-K | $2.08 $2.04 | ▼ −1.92% | ▼ −3.39% | $1.12 (−46.39%) |
May 8, 2026 24w ago | Press Release | $2.08 $2.04 | ▲ +1.92% | ▲ +3.39% | $1.12 (+46.39%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers