0000950142-24-001497.txt : 20240530 0000950142-24-001497.hdr.sgml : 20240530 20240530182158 ACCESSION NUMBER: 0000950142-24-001497 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240528 FILED AS OF DATE: 20240530 DATE AS OF CHANGE: 20240530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eckelman Brendan P. CENTRAL INDEX KEY: 0001766433 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39452 FILM NUMBER: 241007023 MAIL ADDRESS: STREET 1: C/O INHIBRX, INC. STREET 2: 11025 N. TORREY PINES ROAD, SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inhibrx, Inc. CENTRAL INDEX KEY: 0001739614 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 824257312 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11025 N. TORREY PINES ROAD, SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 795-4220 MAIL ADDRESS: STREET 1: 11025 N. TORREY PINES ROAD, SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 4 1 es240484806_4-eckelman.xml OWNERSHIP DOCUMENT X0508 4 2024-05-28 1 0001739614 Inhibrx, Inc. INBX 0001766433 Eckelman Brendan P. C/O INHIBRX, INC. 11025 NORTH TORREY PINES ROAD, SUITE 140 LA JOLLA CA 92037 0 1 0 0 Chief Scientific Officer 0 Common Stock 2024-05-28 4 S 0 300000 34.30 D 1735553 I By the Eckelman Living Trust dated February 5, 2014 Common Stock 2024-05-30 4 D 0 1735553 30 D 0 I By the Eckelman Living Trust dated February 5, 2014 Common Stock 2024-05-30 4 D 0 160000 30 D 0 I By trust Common Stock 2024-05-30 4 D 0 160000 30 D 0 I By trust Stock Option (right to buy) 33.63 2024-05-30 4 D 0 6667 D 2031-01-15 Common Stock 6667 0 D Stock Option (right to buy) 23.30 2024-05-30 4 D 0 26667 D 2033-01-03 Common Stock 26667 0 D These securities were directly owned by the Eckelman Living Trust dated February 5, 2014. Brendan P. Eckelman is the trustee of the Eckelman Living Trust dated February 5, 2014 and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Eckelman Living Trust dated February 5, 2014. Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among the Inhibrx, Inc. (the "Issuer"), Aventis Inc., a Pennsylvania corporation ("Parent") and wholly owned subsidiary of Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on May 30, 2024, Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger"). In the Merger, each share of common stock of the Issuer that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (A) the Issuer's common stock owned by the Issuer as treasury shares, (B) the Issuer's common stock owned by Parent or Merger Sub and (C) any dissenting shares), was automatically cancelled, extinguished and converted into the right to receive (i) an amount in cash equal to $30.00, without interest thereon (the "Closing Amount"), plus (ii) one (1) contractual contingent value right ("CVR") representing the right to receive a contingent payment of $5.00, without interest thereon, in cash (the "Milestone Payment"), upon the achievement of certain regulatory milestones ("Milestone") set forth in the Contingent Value Rights Agreement between Parent and Continental Stock Transfer & Trust Company. These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor son. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust. These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor daughter. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 15, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. This stock option was canceled in the Merger and converted into the right to receive the contingent payment described in the following sentence. If the Milestone is achieved, the cash amount to be paid in respect of each such stock option will be equal to (x) $35.00 (representing the sum of the Closing Amount of $30.00 and the Milestone Payment of $5.00) minus (y) the stock option exercise price per share, subject to applicable tax withholding. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 3, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. This stock option was cancelled in the Merger and converted into the right to receive (A) an amount in cash, without interest and less any applicable withholding taxes, equal to the product of (x) the total number of shares of the Issuer's common stock subject to such stock option immediately prior to the Effective Time, multiplied by (y) the excess of (I) the Closing Amount over (II) the exercise price payable per share of the Issuer's common stock under such stock option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option. /s/ Kelly D. Deck, attorney-in-fact 2024-05-30