Item 3.02 Unregistered Sale of Equity Securities.
See the disclosure under Item 8.01 below for a description of the potential
issuance of unregistered equity securities in the transaction described below.
Item 8.01 Other Events.
On October 7, 2021, ALX Oncology Holdings Inc. ("ALX") issued a press release
announcing that it had purchased ScalmiBio, Inc. ("ScalmiBio"), a Delaware
corporation, pursuant to a share purchase agreement by and among ALX, ScalmiBio
and the stockholders of ScalmiBio, dated October 4, 2021. Under the terms of the
share purchase agreement, ALX made an initial payment to the stockholders of
ScalmiBio of approximately $4.5 million in cash, net of certain expenses and
adjustments. ALX will make an additional payment of $2.0 million in cash at the
one-year anniversary of the transaction, subject to certain conditions. In
addition, ALX has agreed to pay certain milestones based on the clinical
development of the acquired ScalmiBio technology, with a maximum amount of
milestones payable equal to $35.0 million in the aggregate. ALX has also agreed
to pay a low single digit royalty on net sales of any products developed from
the ScalmiBio acquired technology for a defined term, and ALX may exercise a
buy-out right of such royalty for a one-time payment on a product-by-product
basis. ALX has the option to pay up to 50% of the milestones and 50% of the
buy-out right in shares of ALX common stock subject to certain limitations. Any
shares, if issued, will be issued pursuant to exemptions from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The share
purchase agreement contains customary terms and conditions, including holdback
and indemnity provisions.
Dr. Jaume Pons, the President and CEO, and a director, of ALX, was also a
stockholder of ScalmiBio and, prior to the acquisition, a director of
ScalmiBio. Dr. Pons owned 31.7% of ScalmiBio and as a result will receive his
proportional share of the consideration from ALX as described above. In
addition, out of the closing proceeds, Dr. Pons received approximately $87,000
for the repayment of a note and accrued interest that Dr. Pons loaned to
ScalmiBio. Given Dr. Pons' interest in the ScalmiBio acquisition, the audit
committee of ALX approved the acquisition of ScalmiBio under the related-party
transaction policy. In addition, Dr. Pons recused himself and did not
participate in the negotiation of the transaction or the subsequent approval by
the board of directors of ALX of the ScalmiBio acquisition.
A copy of the ALX press release announcing the acquisition of ScalmiBio is
attached to this report as Exhibit 99.1. The information in the press release
that is an exhibit to this Current Report on Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall the
press release be deemed incorporated by reference in any filing by ALX,
regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated October 7, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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