As filed with the Securities and Exchange Commission on August 18, 2020.
Registration No. 333-             
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INHIBRX, INC.
(Exact name of registrant as specified in its charter)
Delaware
2836
82-4257312
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(858) 795-4220
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mark Lappe
Chief Executive Officer
Inhibrx, Inc.
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(858) 795-4220
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeremy Glaser
Megan Gates
Melanie Ruthrauff Levy
Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, P.C.
3580 Carmel Mountain Road, Suite 300
San Diego, CA 92130
(858) 314-1500
Kelly Deck
Chief Financial Officer
Inhibrx, Inc.
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(858) 795-4220

Charles S. Kim
Sean Clayton
Richard Segal
David Peinsipp
Will H. Cai
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (333-240135)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
 
 
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒
CALCULATION OF REGISTRATION FEE
 
 
 
 
 
Title of Each Class of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share(2)
Proposed Maximum
Aggregate Offering
Price(2)
Amount of
Registration Fee(3)
Common stock, $0.0001 par value per share
1,150,000
$17.00
$19,550,000
$2,538
(1)
Represents only the additional number of shares being registered and includes 150,000 additional shares that the underwriters have the option to purchase. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, or the Securities Act, the amount being registered does not include the securities that the registrant previously registered on its registration statement on Form S-1 (File No. 333-240135), which was declared effective by the Securities and Exchange Commission, or the SEC, on August 18, 2020, or the Prior Registration Statement.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.
(3)
The registration fee is calculated in accordance with Rule 457(a) under the Securities Act based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $124,200,000 on the Prior Registration Statement. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $19,550,000 is hereby registered.
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.


EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with the Securities and Exchange Commission, or the SEC, with respect to the registration of 1,150,000 additional shares of common stock, par value $0.0001 per share, or Common Stock, of Inhibrx, Inc., or the Registrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement incorporates by reference the contents of the Registration Statement on Form S-1 (File No. 333-240135) which was declared effective by the SEC on August 18, 2020, or the Prior Registration Statement, including all amendments and exhibits thereto, and is being filed solely for the purpose of registering additional securities of the same class as were included in the Prior Registration Statement.
The 1,150,000 additional shares of Common Stock, which includes 150,000 additional shares that the underwriters have the option to purchase, that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith or incorporated by reference herein.


EXHIBIT INDEX
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT
NO.
 
DESCRIPTION OF EXHIBIT
 
FILED
HEREWITH
 
FORM
 
INCORPORATED BY REFERENCE FILE NO.
 
DATE FILED
5.1
 
 
X
 
 
 
 
 
 
23.1
 
 
X
 
 
 
 
 
 
23.2
 
 
X
 
 
 
 
 
 
24.1
 
 
 
 
S-1/A
 
333-240135
 
8/12/20
 
 
 
 
 
 
 
 
 
 
 



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in La Jolla, California, on the 18th day of August, 2020.
INHIBRX, INC.
 
/s/ Mark P. Lappe
Name:  Mark P. Lappe
Title:  Chief Executive Officer and Chairman
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE
 
TITLE
 
DATE
 
 
 
 
 
/s/ Mark P. Lappe
 
Chief Executive Officer and Chairman
(principal executive officer)
 
August 18, 2020
Mark P. Lappe
 
 
 
 
 
 
 
/s/ Kelly D. Deck, C.P.A.
 
Chief Financial Officer
(principal financial officer and
principal accounting officer)
 
August 18, 2020
Kelly D. Deck, C.P.A.
 
 
 
 
 
 
 
*
 
Director
 
August 18, 2020
Brendan P. Eckelman, Ph.D.
 
 
 
 
 
 
 
*
 
Director
 
August 18, 2020
Jon Faiz Kayyem, Ph.D.
 
 
 
 
 
 
 
*
 
Director
 
August 18, 2020
Douglas G. Forsyth
 
 
 
 
 
 
 
*
 
Director
 
August 18, 2020
Kimberly Manhard
 
 
*By:
/s/ Mark P. Lappe
 
Mark P. Lappe
 
Attorney-in-Fact



Exhibit
Exhibit 5.1

 
mintz2a02.jpg
3580 Carmel Mountain Road

 
Suite 300
 
San Diego, CA 92130
 
858 314 1500
 
mintz.com

August 18, 2020
Inhibrx, Inc.
11025 N Torrey Pines Rd #200
La Jolla, CA 92037
Ladies and Gentlemen:
We have acted as counsel to Inhibrx, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of (i) a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Commission on July 27, 2020 (File No. 333-240135) (as amended, the “Initial Registration Statement”), and (ii) a registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act (the “462(b) Registration Statement”), pursuant to which the Company is registering the offering for sale under the Act of up to an aggregate of 1,150,000 additional shares (the “Shares”) of the Company’s common stock, par value mintz2a02.jpg
3580 Carmel Mountain Road

 
Suite 300
 
San Diego, CA 92130
 
858 314 1500
 
mintz.com

August 18, 2020
Inhibrx, Inc.
11025 N Torrey Pines Rd #200
La Jolla, CA 92037
Ladies and Gentlemen:
We have acted as counsel to Inhibrx, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of (i) a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Commission on July 27, 2020 (File No. 333-240135) (as amended, the “Initial Registration Statement”), and (ii) a registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act (the “462(b) Registration Statement”), pursuant to which the Company is registering the offering for sale under the Act of up to an aggregate of 1,150,000 additional shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, including 150,000 additional Shares subject to the underwriters' option to purchase additional shares.
The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company and Jefferies LLC, Evercore Group L.L.C. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters to be named therein. The form of the Underwriting Agreement has been filed as Exhibit 1.1 to the Initial Registration Statement. This opinion is being rendered in connection with the filing of the 462(b) Registration Statement with the Commission.
In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, each as currently in effect, and the form of the Underwriting Agreement; the Initial Registration Statement and the exhibits thereto; the 462(b) Registration Statement and the exhibits thereto; and such other records of the corporate proceedings of the Company and such other documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Our opinion is limited to the General Corporation Law of the State of Delaware and the United States federal laws, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.
We understand that you wish to file this opinion with the Commission as an exhibit to the 462(b) Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S K promulgated under the Securities Act and to reference the firm’s name under the caption “Legal Matters” in the prospectus which is incorporated by reference in the 462(b) Registration Statement, and we hereby consent thereto. In giving this consent, we do not admit

BOSTON       LONDON       LOS ANGELES       NEW YORK       SAN DIEGO       SAN FRANCISCO      WASHINGTON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
MINTZ

 
mintza03.jpg
August 18, 2020
 
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that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
 
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
 
The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company and Jefferies LLC, Evercore Group L.L.C. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters to be named therein. The form of the Underwriting Agreement has been filed as Exhibit 1.1 to the Initial Registration Statement. This opinion is being rendered in connection with the filing of the 462(b) Registration Statement with the Commission.
In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, each as currently in effect, and the form of the Underwriting Agreement; the Initial Registration Statement and the exhibits thereto; the 462(b) Registration Statement and the exhibits thereto; and such other records of the corporate proceedings of the Company and such other documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Our opinion is limited to the General Corporation Law of the State of Delaware and the United States federal laws, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.
We understand that you wish to file this opinion with the Commission as an exhibit to the 462(b) Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S K promulgated under the Securities Act and to reference the firm’s name under the caption “Legal Matters” in the prospectus which is incorporated by reference in the 462(b) Registration Statement, and we hereby consent thereto. In giving this consent, we do not admit

BOSTON       LONDON       LOS ANGELES       NEW YORK       SAN DIEGO       SAN FRANCISCO      WASHINGTON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
MINTZ

 
mintza03.jpg
August 18, 2020
 
Page 2
 
 
 


that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
 
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
 


Exhibit
Exhibit 23.1

Consent of Independent Registered Public Accounting Firm


Inhibrx, Inc.
San Diego, California
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated June 26, 2020 (except for the “Reverse Stock Split” paragraph of Note 14, as to which the date is August 12, 2020), relating to the consolidated financial statements of Inhibrx, Inc., which is included in the Registration Statement on Form S-1 (No. 333-240135), as amended, incorporated by reference in this Registration Statement. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
We also consent to the reference to us under the caption “Experts” in the Registration Statement on Form S-1 (No. 333-240135), as amended, incorporated by reference in this Registration Statement.

/s/ BDO USA, LLP
San Diego, California
August 18, 2020