(1)	Includes initial public offering price of additional shares that the underwriters have the option to purchase. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)	Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate initial public offering price.

(3)

Pursuant to Rule 457(p) of the Securities Act, the registrant is offsetting $9,060 of the registration fee of $12,980 due under this registration statement, which equals the amount of the registration fee previously paid by the registrant with respect to the registration statement on Form S-1 filed on June 3, 2019 (File No. 333-231907), or the Prior Registration Statement. No securities were sold pursuant to the Prior Registration Statement, which was withdrawn on November 8, 2019.

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(1)	See “Underwriting” beginning on page 192 for additional information regarding underwriter compensation.

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■	completing clinical trials through all phases of clinical development of our current therapeutic candidates, including INBRX-109, INBRX-106, INBRX-105, and INBRX-101;

■	advancing into clinical development our preclinical therapeutic candidates;

■	seeking and obtaining marketing approvals for our therapeutic candidates that successfully complete clinical trials;

■	obtaining satisfactory acceptance, formulary placement coverage and adequate reimbursement for our approved products from third-party payors, including private health insurers, managed care providers and governmental payor programs, including Medicare and Medicaid;

■	launching and commercializing products for which we obtain marketing approval, with a collaborator or, if launched independently, successfully establishing a sales force, marketing and distribution infrastructure;

■	establishing and maintaining supply and manufacturing relationships with third parties;

■	obtaining market acceptance of any approved products by physicians, patients, third-party payors and the medical community;

■	maintaining, protecting, expanding and enforcing our intellectual property portfolio;

■	implementing additional internal systems and infrastructure, as needed; and

■	attracting, hiring and retaining qualified personnel.

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■	negative or inconclusive results from our clinical trials, the clinical trials of our collaborators or the clinical trials of others for therapeutic candidates similar to ours, leading to a decision or requirement to conduct additional preclinical testing or clinical trials or abandon a program;

■	therapeutic-related side effects experienced by participants in our clinical trials, the clinical trials of our collaborators or by individuals using drugs or therapeutic biologics similar to our therapeutic candidates;

■	delays in submitting Investigational New Drug applications, or INDs, or comparable foreign applications or delays or failure in obtaining the necessary approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced;

■	conditions imposed by the FDA or comparable foreign authorities regarding the scope or design of our clinical trials;

■	delays in enrolling research subjects or high drop-out rates of research subjects enrolled in clinical trials;

■	delays or difficulties in our clinical trials due to quarantines or other restrictions resulting from the COVID-19 pandemic, including further delays or suspensions in enrollment in our Phase 1 clinical trial for INBRX-101;

■	unfavorable FDA or other regulatory agency inspection and review of a clinical trial site or the manufacturing location(s) for a therapeutic candidate;

■	inadequate supply or quality of therapeutic candidate clinical material or other raw materials or supplies necessary for the conduct of our clinical trials or the clinical trials of our collaborators;

■	delay in the development or approval of companion diagnostic tests for our therapeutic candidates;

■	failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner, or at all;

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■	delays and changes in regulatory requirements, policy and guidelines, including the imposition of additional regulatory oversight for human clinical testing generally or with respect to our technology in particular; or

■	varying interpretations of data by the FDA and similar foreign regulatory agencies.

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■	regulatory authorities may withdraw their approval of the product;

■	additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component of the product;

■	we may be subject to fines, injunctions or the imposition of civil or criminal penalties;

■	regulatory authorities may require the addition of safety-related labeling statements, such as a “black box” warning or a contraindication;

■	we may be required to create a Medication Guide outlining the risks of such side effects for distribution to patients or to implement other aspects of a risk evaluation and mitigation strategy, or REMS, such as a restricted distribution program or educational programs for prescribers;

■	we could be sued and held liable for harm caused to patients;

■	the product may become less competitive; and

■	our reputation may suffer.

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■	the severity of the disease under investigation;

■	the patient eligibility criteria for the study in question;

■	the perceived risks and benefits of the therapeutic candidate under study;

■	our payments for conducting clinical trials;

■	the patient referral practices of physicians; and

■	the proximity and availability of clinical trial sites for prospective patients.

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■	our available capital resources and our ability to obtain additional funding as needed;

■	the rate of progress, costs and results of our clinical trials and research and development activities;

■	our ability to identify and enroll patients who meet clinical trial eligibility criteria;

■	our receipt of approvals by the FDA, EMA and other regulatory authorities and the timing of these approvals;

■	our ability to access sufficient, reliable and affordable supplies of materials used in the manufacture of our therapeutic candidates;

■	the efforts of our collaborators and licensees, including Celgene, with respect to the commercialization of our therapeutics;

■	the securing of, costs related to, and timing issues associated with, manufacturing our therapeutic candidates and, if any of our therapeutic candidates are approved, associated with sales and marketing activities and the commercial manufacture of our therapeutic candidates; and

■	circumstances arising from or relating to the COVID-19 pandemic, including potential effects on the global supply chain, our manufacturers and the availability of raw materials needed for the research and development of our therapeutic candidates.

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Celgene has wide discretion in determining the efforts and resources that it will apply to its development, manufacture and commercialization of the Celgene Licensed Intellectual Property. The timing and amount of any development milestones, regulatory milestones and royalties that we may receive under the Celgene Agreement will depend on, among other things, Celgene’s efforts, allocation of resources and successful development and commercialization of the Celgene Licensed Intellectual Property and the other antibodies that are the subject of the Celgene Agreement;

■	Celgene may terminate the Celgene Agreement without cause and for circumstances outside of our control, which could make it difficult for us to attract new strategic partners or adversely affect how we are perceived in scientific and financial communities;

■	Celgene may develop or commercialize the Celgene Licensed Intellectual Property in such a way as to elicit litigation that could jeopardize or invalidate our intellectual property rights or expose us to potential liability; and

■	Celgene may not comply with all applicable regulatory requirements, or may fail to report safety data in accordance with all applicable regulatory requirements.

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■	collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations;

■	collaborators may not perform their obligations as expected;

■	the clinical trials conducted as part of these collaborations may not be successful;

■	collaborators may not pursue development and commercialization of any therapeutic candidates that achieve regulatory approval or may elect not to continue or renew development or commercialization programs based on clinical trial results;

■	changes in the collaborators’ strategic focus or available funding or external factors, such as an acquisition, that divert resources or create competing priorities;

■	collaborators may delay clinical trials, provide insufficient funding for clinical trials, stop a clinical trial or abandon a therapeutic candidate, repeat or conduct new clinical trials or require a new formulation of a therapeutic candidate for clinical testing;

■	we may not have access to, or may be restricted from disclosing, certain information regarding therapeutic candidates being developed or commercialized under a collaboration and, consequently, may have limited ability to inform our stockholders about the status of such therapeutic candidates;

■	collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our therapeutic candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

■	therapeutic candidates developed in collaboration with us may be viewed by our collaborators as competitive with their own therapeutic candidates or products, which may cause collaborators to cease to devote, or limit, resources to the commercialization of our therapeutic candidates;

■	a collaborator with marketing and distribution rights to one or more of our therapeutic candidates that achieve regulatory approval may not commit sufficient resources to the marketing and distribution of any such therapeutic candidate;

■	collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

■	disputes may arise with respect to the ownership of intellectual property developed pursuant to our collaborations;

■	collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability; and

■	collaborations may be terminated for the convenience of the collaborator and, if terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable therapeutic candidates.

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■	changes in the standard of care for the targeted indications for any approved product;

■	wording in the product label;

■	sales, marketing and distribution support;

■	potential product liability claims;

■	acceptance by physicians, patients and healthcare payors of each product as safe, effective and cost-effective;

■	relative convenience, ease of use, ease of administration and other perceived advantages over alternative products;

■	prevalence and severity of adverse events or publicity;

■	limitations, precautions or warnings listed in the summary of product characteristics, patient information leaflet, package labeling or instructions for use;

■	the cost of treatment with our therapeutics in relation to alternative treatments;

■	the extent to which products are approved for inclusion and adequately reimbursed on formularies of hospitals and third-party payors, including managed care organizations; and

■	whether our products are designated in the label, under physician treatment guidelines or under reimbursement guidelines as a first, second, third or last line therapy.

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■	Companies developing novel therapeutics based on sdAb or alternative scaffold product candidates, including Alligator Bioscience AB, Camel-IDS N.V., Crescendo Biologics Ltd., GlaxoSmithKline plc, IGM Biosciences, Inc., Molecular Partners AG, Pieris Pharmaceuticals, Inc., Sanofi S.A. and VHsquared Ltd.;

■	Antibody drug discovery companies that may compete with us in the search for novel therapeutic antibody targets, including Adimab LLC, Genmab A/S, Macrogenics, Inc., Merus N.V., MorphoSys AG, Numab Therapeutics AG, TeneoBio, Inc., Xencor Inc., Zymeworks Inc.; and

■	Companies developing therapeutics designed to treat AATD, including CSL Limited, Grifols, S.A., Kamada Ltd., Takeda Pharmaceutical Company Limited and Vertex Pharmaceuticals, Inc.

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We are, with our partners, conducting clinical trials and other research in geographies that are affected by the COVID-19 pandemic. Potential impacts of the COVID-19 pandemic on our various clinical trials may include delays related to patient enrollment, dosing and study monitoring due to changes in policies at various clinical sites, federal, state, local or foreign laws, rules and regulations, including quarantines or other travel restrictions. They may also be impacted by the prioritization of healthcare resources toward pandemic efforts, including diminished attention of physicians serving as our clinical trial investigators and reduced availability of site staff supporting the conduct of our clinical trials, interruption or delays in the operations of the FDA, or other reasons related to the pandemic. For example, we temporarily suspended enrollment for our INBRX-101 Phase 1 clinical trial as a direct result of the COVID-19 pandemic. While our oncology-related clinical trials have not been materially impacted to date, it is possible that these programs may be negatively impacted in the future. If the COVID-19 pandemic continues, other aspects of our clinical trials may be adversely affected, delayed or interrupted, including, for example, site initiation, patient recruitment, further or additional delays in enrollment, availability of clinical trial materials, and data analysis. Some patients and clinical investigators may not be able to comply with clinical trial protocols and patients may choose to withdraw from our trials. It is unknown how long these suspension, pauses or disruptions could continue. FDA has issued a guidance for industry, “FDA Guidance on Conduct of Clinical Trials of Medical Products during COVID-19 Pandemic Guidance for Industry, Investigators, and Institutional Review Boards,” which is being periodically updated to continue clarifying for affected stakeholders to ensure the safety of clinical trial participants, maintain compliance with good clinical practices (GCPs), and minimize risks to trial and clinical data integrity. We intend to follow FDA’s recommendations in order to address unavoidable protocol deviations due to COVID-19 illness or COVID-19 control measures, as appropriate.

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We currently rely on third parties to, among other things, manufacture raw materials, manufacture our therapeutic candidates, ship investigational drugs and clinical samples, perform quality testing and supply other goods and services to run our business. If any third party in our supply chain for materials are adversely impacted by restrictions resulting from the COVID-19 pandemic, including as a result of staffing shortages, production slowdowns and disruptions in delivery systems, our supply chain may be disrupted, limiting our ability to conduct our research and development operations.

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We have requested that most of our employees, including all of our administrative employees, work remotely and have restricted on-site staff to only those personnel who must perform essential on-site activities such as activities in our research and development laboratories. Our increased reliance on employees working from home may negatively impact productivity, or disrupt, delay, or otherwise adversely impact our business. In addition, this could increase our cybersecurity risk, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations or delay necessary interactions with local and federal regulators, ethics committees, manufacturing sites, research or clinical trial sites and other important agencies and contractors.

■	Our employees conducting research and development activities may be more limited in their ability to access our laboratories for an extended period of time as a result of the rigorous workplace policies and guidelines implemented as a result of the COVID-19 pandemic. Additionally, it is possible that

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Health regulatory agencies globally may experience disruptions in their operations as a result of the COVID-19 pandemic. The FDA and comparable foreign regulatory agencies may have slower response times or be under-resourced to continue to monitor our clinical trials and, as a result, review, inspection, and other timelines may be materially delayed. It is unknown how long these disruptions could continue, were they to occur. Any elongation or de-prioritization of our clinical trials or delay in regulatory review resulting from such disruptions could materially affect the development and study of our therapeutic candidates. For example, regulatory authorities may require that we not distribute a therapeutic candidate lot until the relevant agency authorizes its release. Such release authorization may be delayed as a result of the COVID-19 pandemic and could result in delays to our clinical trials.

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The trading prices for biopharmaceutical companies have been highly volatile as a result of the COVID-19 pandemic. As a result, we may face difficulties raising capital through sales of our common shares in this offering or future offerings or such sales may be on unfavorable terms. In addition, a recession, depression or other sustained adverse market event resulting from the spread of COVID-19 could materially and adversely affect our business and the value of our common shares.

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■	dispose of assets;

■	complete mergers or acquisitions;

■	incur or guarantee indebtedness;

■	sell or encumber certain assets;

■	pay dividends or make other distributions to holders of our capital stock, including by way of certain stock buybacks;

■	make specified investments;

■	engage in different lines of business;

■	change certain key management personnel; and

■	engage in certain transactions with our affiliates.

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■	others will not or will not be able to legally make, use or sell products or therapeutic candidates that are the same as or similar to our therapeutic candidates despite the claims of the patents that we own or license;

■	we or our licensors, or our collaborators are the first to make the inventions covered by each of our issued patents and pending patent applications that we own or license;

■	we or our licensors, or our collaborators are the first to file patent applications covering certain aspects of our inventions;

■	others will not independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

■	any issued patents that we own or have licensed will provide us with any competitive advantage; or

■	the patents of others will not have a material or adverse effect on our business, financial condition, results of operations and prospects.

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■	the scope of rights granted under the license agreement and other interpretation related issues;

■	the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

■	the sublicensing of patent and other rights under any collaboration relationships we might enter into in the future;

■	our diligence obligations under the license agreement and what activities satisfy those diligence obligations;

■	the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our collaborator; and

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■	the priority of invention of patented technology.

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■	Others may be able to make therapeutic candidates that are the same as or similar to our therapeutic candidates but that are not covered by the claims of the patents that we own or may have exclusively licensed.

■	Others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights.

■	Third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets.

■	We may not develop additional technologies that are patentable.

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■	the FDA, EMA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

■	we may be unable to demonstrate to the satisfaction of the FDA, EMA or comparable foreign regulatory authorities that a product candidate is safe and effective for its proposed indication;

■	the results of clinical trials may not meet the level of statistical significance required by the FDA, EMA or comparable foreign regulatory authorities for approval;

■	we may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;

■	the FDA, EMA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;

■	the data collected from clinical trials of our product candidates may not be sufficient to support the submission of a BLA or other submission or to obtain regulatory approval in the United States or elsewhere;

■	upon review of our clinical trial sites and data, the FDA or comparable foreign regulatory authorities may find our record keeping or the record keeping of our clinical trial sites to be inadequate;

■	the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies may fail to meet the requirements of the FDA, EMA or comparable foreign regulatory authorities; and

■	the change of the medical standard of care or the approval policies or regulations of the FDA, EMA or comparable foreign regulatory authorities may significantly change in a manner that renders our clinical data insufficient for approval.

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■	take a significant, indeterminate amount of time;

■	require the expenditure of substantial resources;

■	involve rigorous preclinical and clinical testing, and possibly post-market surveillance;

■	require design changes of our potential products; or

■	result in our never being granted the regulatory approval we seek.

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■	the demand for our therapeutic candidates, if we obtain regulatory approval;

■	our ability to receive or set a price that we believe is fair for our products;

■	our ability to generate revenue and achieve or maintain profitability;

■	the level of taxes that we are required to pay; and

■	the availability of capital.

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the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind to induce or reward either the referral of an individual for, or the purchase, or order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

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the federal civil and criminal false claims laws, including the U.S. federal False Claims Act, which can be enforced through civil whistleblower or qui tam actions, and the civil monetary penalties laws, which prohibit individuals or entities from knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the U.S. federal False Claims Act;

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the U.S. federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services; similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

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HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and their implementing regulations, which imposes obligations on certain healthcare providers, health plans, and healthcare clearinghouse, known as covered entities, as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information, including mandatory contractual terms, with respect to safeguarding the privacy, security, and transmission of individually identifiable health information, and require notification to affected individuals and regulatory authorities of certain breaches of individually identifiable health information;

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the U.S. federal legislation commonly referred to as the Physician Payments Sunshine Act, enacted as part of the ACA, and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to HHS information related to certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists, chiropractors and, beginning in 2022 for payments and other transfers of value provided in the previous year, certain advanced non-physician health care practitioners) and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members; and

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analogous state laws and regulations, such as state anti-kickback and false claims laws that may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring drug and therapeutic biologics manufacturers to report information related to payments to physicians and other

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■	results of clinical trials and preclinical studies or those of our competitors;

■	the success of competitive products or technologies;

■	regulatory or legal developments in the United States and other countries;

■	the level of expenses related to our therapeutic candidates or development programs;

■	changes in the structure of healthcare payment systems; actual or anticipated fluctuations in our financial condition and operating results;

■	announcements by us, our partners or our competitors of new therapeutics or therapeutic candidates, significant contracts, strategic partnerships, joint ventures, collaborations, commercial relationships or capital commitments;

■	failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

■	issuance of new or updated research or reports by securities analysts or recommendations for our stock;

■	disputes or other developments related to proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our technologies;

■	commencement of, or our involvement in, litigation;

■	fluctuations in the valuation of companies perceived by investors to be comparable to us;

■	manufacturing disputes or delays;

■	any future sales of our common stock or other securities;

■	any change to the composition of the board of directors or key personnel;

■	expiration of contractual lock-up agreements with our executive officers, directors and security holders;

■	general economic conditions and slow or negative growth of our markets;

■	share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

■	announcement or expectation of additional debt or equity financing efforts;

■	circumstances and market conditions relating to the COVID-19 pandemic; and

■	other factors described in this section of the prospectus.

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■	authorizing our board of directors to issue up to              shares of preferred stock without stockholder approval upon the terms and conditions and with the rights, privileges and preferences as our board of directors may determine;

■	specifying that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors or our Chief Executive Officer and that our stockholders may not act by written consent;

■	establishing an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

■	providing that our board of directors may create new directorships and that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

■	establishing that our board of directors is divided into three classes—Class I, Class II, and Class III—with each class serving staggered three-year terms;

■	providing that our board of directors may amend our restated bylaws without stockholder approval; and

■	requiring a super-majority of votes to amend certain of the above-mentioned provisions.

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■	the initiation, timing, progress and results of our preclinical studies and clinical trials, and our research and development programs;

■	our ability to advance therapeutic candidates into, and successfully complete, clinical trials;

■	our interpretation of initial, interim or preliminary data from our clinical trials, including interpretations regarding disease control and disease response;

■	the timing or likelihood of regulatory filings and approvals;

■	the commercialization of our therapeutic candidates, if approved;

■	the pricing, coverage and reimbursement of our therapeutic candidates, if approved;

■	our ability to utilize our technology platform to generate and advance additional therapeutic candidates;

■	the implementation of our business model, strategic plans for our business and therapeutic candidates;

■	our ability to successfully manufacture our therapeutic candidates for clinical trials and commercial use, if approved;

■	our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;

■	the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates;

■	our ability to enter into strategic partnerships and the potential benefits of such partnerships;

■	our estimates regarding expenses, capital requirements and needs for additional financing;

■	our financial performance;

■	our expectations regarding the impact of the COVID-19 pandemic on our business;

■	our and our third party partners and service providers’ ability to continue operations and advance our therapeutic candidates through clinical trials and the ability of our third party manufacturers to provide the required raw materials, antibodies and other biologics for our preclinical research and clinical trials in light of the COVID-19 pandemic and the recent developments in Hong Kong;

■	our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

■	developments relating to our competitors and our industry; and

■	our expected use of the net proceeds from this offering.

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■	approximately $         million to fund the remainder of dose expansion in our ongoing Phase 1 clinical trial for our INBRX-109 program to initial data, initiate combination studies as well as to fund commercial manufacturing scale-up activities;

■	approximately $         million to fund the remainder of dose escalation in our ongoing Phase 1 clinical trial for our INBRX-106 program to initial data, for both single agent and in combination with Keytruda;

■	approximately $         million to fund the remainder of dose escalation in our ongoing Phase 1 clinical trial for our INBRX-105 program to initial data and to fund commercial manufacturing scale-up activities;

■	approximately $         million to fund the remainder of our ongoing Phase 1 clinical trial for our INBRX-101 program to initial data and to fund commercial manufacturing scale-up activities; and

■	the remainder for our other research and development activities, as well as for working capital and other general corporate purposes.

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■	on an actual basis;

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on a pro forma basis to reflect (i) the conversion of all outstanding shares of our convertible preferred stock into shares of common stock prior to the completion of this offering, (ii) the conversion and settlement of the aggregate outstanding principal amount plus accrued interest under the 2019 Note at a conversion price of $      per share into            shares of our common stock and the conversion and settlement of the aggregate outstanding principal amount plus accrued interest under the 2020 Notes at a conversion price of $      per share into              shares of our common stock (assuming a conversion date of         , 2020 and an initial public offering price of $      per share, the midpoint of the price range set forth on the cover page of this prospectus), (iii) the receipt of $10.0 million from borrowings under a new loan and security agreement, or the 2020 Loan Agreement, with Oxford Finance LLC, or Oxford, entered into in July 2020, and (iv) the filing and effectiveness of our amended and restated certificate of incorporation immediately prior to the completion of this offering; and

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on a pro forma and pro forma as adjusted basis to give further effect to the issuance and sale of              shares of our common stock in this offering at the assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted amounts of each of cash, total stockholders’ (deficit) equity and total capitalization by approximately $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us. Each increase or decrease of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted amount of each of cash, total stockholders’ (deficit) equity and total capitalization by approximately $             million assuming that the assumed initial public offering price of $             per share remains the same after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

■	4,020,289 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2020, at a weighted-average exercise price of $6.31 per share;

■	335,266 shares of common stock reserved for issuance pursuant to future awards under our 2017 Employee, Director and Consultant Equity Incentive Plan, as amended, or the 2017 Plan as of June 30, 2020;

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■	shares of common stock issuable upon the exercise of warrants issued on July 15, 2020 at an exercise price of $      per share; and

■	any automatic increases in the number of shares of our common stock reserved for future issuance under the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan to be in effect following this offering.

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■	4,020,289 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2020, at a weighted-average exercise price of $6.31 per share;

■	335,266 shares of common stock reserved for issuance pursuant to future awards under our 2017 Plan as of June 30, 2020;

■	shares of common stock issuable upon the exercise of warrants issued on July 15, 2020 at an exercise price of $      per share; and

■	any automatic increases in the number of shares of our common stock reserved for future issuance under the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan to be in effect following this offering.

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(1)	See Note 1 to our consolidated financial statements included elsewhere in this prospectus for a description of how we compute basic and diluted net loss per share, basic and diluted unaudited pro forma net loss per share, and the weighted-average number of shares used in the computation of these per share amounts.

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*	Third party partnership with Chinese biotechnology company, Transcenta Holding, Ltd. (formerly Hangzhou Just Biotherapeutics Co., Ltd.), or Transcenta, currently in place for development and commercialization in China, Hong Kong, Macau and/or Taiwan.

**	Third party partnership with Chinese biotechnology company, Elpiscience Biopharmaceuticals, Inc., or Elpiscience, currently in place for development and commercialization in China, Hong Kong, Macau and/or Taiwan.

***	Commercialization and development rights outside of the United States and Canada, subject to an option agreement with Chiesi Farmaceutici S.p.A., or Chiesi.

^	Advancing INBRX-109 into registration-enabling randomized Phase 2 trials is contingent upon acceptable activity and safety in the ongoing Phase 1 trial.

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■	External expenses, consisting of:

■	expenses incurred in connection with the preclinical development of our programs;

■	clinical trials of our therapeutic candidates, including under agreements with third parties, such as consultants and contract research organizations, or CROs;

■	expenses associated with manufacturing our contract development and manufacturing therapeutic candidates including under agreements with contract development and manufacturing organizations, or CDMOs; and

■	other external expenses, such as laboratory services related to our discovery programs and other shared services, and

■	Internal expenses, consisting of:

■	salaries, benefits and other related costs, including stock-based compensation, for personnel engaged in research and development functions;

■	facilities, depreciation and other expenses, which include direct and allocated expenses for depreciation and amortization, rent and maintenance of facilities; and

■	other internal expenses, such as laboratory supplies and other shared research and development costs.

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■	per patient trial costs;

■	the number of trials required for approval;

■	the number of sites included in the trials;

■	the countries in which the trials are conducted

■	the length of time required to enroll eligible patients;

■	the number of patients that participate in the trials;

■	the number of doses that patients receive;

■	the drop-out or discontinuation rates of patients;

■	potential additional safety monitoring requested by regulatory agencies;

■	the duration of patient participation in the trials and follow-up;

■	the cost and timing of manufacturing of our therapeutic candidates;

■	the phase and development of our therapeutic candidates;

■	the efficacy and safety profile of our therapeutic candidates; and

■	uncertainties related to the COVID-19 pandemic.

■	salaries, benefits and other related costs, including stock-based compensation, for personnel engaged in G&A functions;

■	expenses incurred in connection with accounting and audit services, legal services, business development and investor relations as well as consulting expense under agreements with third parties, such as consultants and contractors; and

■	facilities, depreciation and other expenses, which include direct and allocated expenses for depreciation and amortization, rent and maintenance of facilities, insurance and supplies.

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■	our ability to raise additional funds, either through this offering or through other means;

■	the outcome, costs and timing of preclinical studies and clinical trials for our current or future therapeutic candidates;

■	whether and when we are able to obtain regulatory approval to market any of our therapeutic candidates;

■	our ability to successfully commercialize any therapeutic candidates that receive regulatory approval;

■	the emergence and effect of competing or complementary therapeutics or therapeutic candidates;

■	our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;

■	our ability to retain our current employees and the need and ability to hire additional management and scientific and medical personnel;

■	the terms and timing of any strategic licensing, collaboration or other similar agreement that we have or may establish;

■	our ability to remain a going concern in light of our history of recurring losses and anticipated expenditures for clinical development needed to obtain regulatory approval and commercialize our therapeutic candidates;

■	our ability to repay, refinance or restructure our indebtedness when payment is due, including in the event such indebtedness is accelerated;

■	the valuation of our capital stock; and

■	the continuing or future effects of the COVID-19 pandemic and related uncertainties on capital and financial markets.

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■	avail ourselves of the exemption from the requirement to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

■	avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and

■	provide less extensive disclosure about our executive compensation arrangements.

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(1)	The expected timing of payments above are based on contractual obligations.

(2)

On March 15, 2015, we entered into the 2015 Loan Agreement, pursuant to which Oxford agreed, subject to certain conditions, to make term loans to us in four $5.0 million installments for an aggregate of $20.0 million. The term loans were made on the following dates: Term A: March 31, 2015; Term B: September 9, 2016; Term C: December 22, 2016, and Term D: December 22, 2016. Each term loan bore interest at the following annual rate: Term A: 8.0%, Term B: 8.6%, Term C: 8.7%, and Term D: 8.7%. The repayment schedule provided for interest-only payments in arrears until May 2016, followed by consecutive equal monthly payments of principal and interest in arrears through the maturity date, which was March 31, 2020 for all four term loans under the 2015 Loan Agreement.

(3)

In May 2019, we entered into the 2019 Note with Viking, for which we received $40.0 million in gross proceeds. The 2019 Note began to accrue interest on February 15, 2020 at a rate of 1.5% per month and is payable at maturity or upon conversion. Unless converted, the 2019 Note, as amended in April 2020, matures on the earlier of (i) March 31, 2022; (ii) the consummation of a Deemed Liquidation Event or Reverse Merger (each, as defined in the 2019 Note); or (iii) the time at which the balance of the 2019 Note is due and payable upon an Event of Default (as defined in the 2019 Note). If not converted prior to the Maturity Date, we will be obligated to repay $40.0 million principal and all accrued interest. The aggregate outstanding principal amount plus accrued interest under the 2019 Note will automatically convert and settle into shares of our common stock immediately prior to the completion of this offering. For more details, see the section of this prospectus titled “Prospectus Summary–Convertible Note Financings.”

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■	Fair Value of Common Stock—See the subsection titled “Common Stock Valuations” below.

■

Expected Term—We estimate the expected term of our stock options granted to employees and non-employee directors using the simplified method, whereby, the expected term equals the average of the vesting term and the original contractual term of the option. We utilize this method as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.

■

Expected Volatility—Due to the lack of company specific historical and implied volatility data, we based our estimate of expected volatility on the estimate and expected volatilities of a guideline group of publicly traded companies. For these analyses, we select companies with comparable characteristics to ours including enterprise value, risk profiles, and with historical share price information sufficient to meet the expected life of the stock-based awards. We compute the historical volatility data using the

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■	Risk-Free Interest Rate—For the determination of the risk-free interest rates we utilize the U.S. Treasury yield curve for instruments in effect at the time of measurement with a term commensurate with the expected term assumption.

■	Expected Dividend—The expected dividend yield is assumed to be zero as we have never paid dividends and do not have current plans to pay any dividends on our common stock.

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*	Third party partnership with Chinese biotechnology company, Transcenta Holding, Ltd. (formerly Hangzhou Just Biotherapeutics Co., Ltd.), or Transcenta, currently in place for development and commercialization in China, Hong Kong, Macau and/or Taiwan.

**	Third party partnership with Chinese biotechnology company, Elpiscience Biopharmaceuticals, Inc., or Elpiscience, currently in place for development and commercialization in China, Hong Kong, Macau and/or Taiwan.

***	Commercialization and development rights outside of the United States and Canada, subject to an option agreement with Chiesi Farmaceutici S.p.A., or Chiesi.

^	Advancing INBRX-109 into registration-enabling randomized Phase 2 trials is contingent upon acceptable activity and safety in the ongoing Phase 1 trial.

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■	INBRX-109 and INBRX-106 utilize our multivalent formats, for which the precise valency was optimized in a target-centric way to mediate what we believe to be the most appropriate agonist function;

■	The dual mechanism of action of INBRX-105 is enabled by a multi-specific format that we believe combines potent blockade and conditional agonism; and

■	With INBRX-101 we are seeking to maintain the natural function of AAT in a recombinant format, optimized for less frequent dosing and greater potential therapeutic activity as compared to pdAAT.

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■	effectively cluster receptors with precisely defined valency;

■	simultaneously engage multiple antigens or epitopes;

■	combine synergistic functions in a single molecule; and

■	restrict therapeutic activity to specific micro-environments in the body.

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■	Companies developing novel therapeutics based on sdAb or alternative scaffold product candidates, including Alligator Bioscience AB, Camel-IDS N.V., Crescendo Biologics Ltd., GlaxoSmithKline plc, IGM Biosciences, Inc., Molecular Partners AG, Pieris Pharmaceuticals, Inc., Sanofi S.A. and VHsquared Ltd.;

■	Antibody drug discovery companies that may compete with us in the search for novel therapeutic antibody targets, including Adimab LLC, Genmab A/S, Macrogenics, Inc., Merus N.V., MorphoSys AG, Numab Therapeutics AG, TeneoBio, Inc., Xencor Inc., Zymeworks Inc.; and

■	Companies developing therapeutics designed to treat AATD, including CSL Limited, Grifols, S.A., Kamada Ltd., Takeda Pharmaceutical Company Limited and Vertex Pharmaceuticals, Inc.

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■	refusal to approve pending applications;

■	withdrawal of an approval;

■	imposition of a clinical hold;

■	warning or untitled letters;

■	seizures or administrative detention of product;

■	total or partial suspension of production or distribution; or

■	injunctions, fines, disgorgement, or civil or criminal penalties.

■	completion of nonclinical laboratory tests, animal studies and formulation studies conducted according to good laboratory practices and other applicable regulations;

■	submission to the FDA of an IND, which must become effective before human clinical trials may begin;

■	performance of adequate and well-controlled human clinical trials according to good clinical practices, or GCPs, to establish the safety and efficacy of the therapeutic candidate for its intended use;

■	submission to the FDA of a BLA;

■

satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the therapeutic candidate is produced to assess readiness for commercial manufacturing and conformance to the manufacturing-related elements of the application, to conduct a data integrity audit, and to assess compliance with current Good Manufacturing Practices, or cGMPs, to assure that the facilities, methods and controls are adequate to preserve the therapeutic candidate’s identity, strength, quality and purity; and

■	FDA review and approval of the BLA.

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■	restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls;

■	fines, warning letters or other enforcement-related letters or clinical holds on post-approval clinical trials;

■	refusal of the FDA to approve pending BLAs or supplements to approved BLAs, or suspension or revocation of product approvals;

■	product seizure or detention, or refusal to permit the import or export of products;

■	injunctions or the imposition of civil or criminal penalties; and

■	consent decrees, corporate integrity agreements, debarment, or exclusion from federal health care programs; or mandated modification of promotional materials and labeling and the issuance of corrective information.

■	record-keeping requirements;

■	reporting of adverse experiences with the therapeutic candidate;

■	providing the FDA with updated safety and efficacy information;

■	therapeutic sampling and distribution requirements;

■	notifying the FDA and gaining its approval of specified manufacturing or labeling changes; and

■

complying with FDA promotion and advertising requirements, which include, among other things, standards for direct-to-consumer advertising, restrictions on promoting products for uses or in-patient populations that are not described in the product’s approved labeling, limitations on industry-sponsored scientific and educational activities and requirements for promotional activities involving the internet.

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■

The federal Anti-Kickback Statute prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing remuneration, directly or indirectly, to induce either the referral of an individual, for an item or service or the purchasing or ordering of a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs. The federal Anti-Kickback Statute is subject to evolving interpretations. In the past, the government has enforced the federal Anti-Kickback Statute to reach large settlements with healthcare companies based on sham consulting and other financial arrangements with physicians. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

■

The federal civil and criminal false claims laws, including the civil False Claims Act, and civil monetary penalty laws, prohibit, among other things, knowingly presenting or causing the presentation of a false, fictitious or fraudulent claim for payment to the U.S. government, knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim to the U.S. government, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. government. Actions under these laws may be brought by the Attorney General or as a qui tam action by a private individual in the name of the government. The federal government uses these laws, and the accompanying threat of significant liability, in its investigation and prosecution of pharmaceutical and biotechnology companies throughout the U.S., for example, in connection with the promotion of products for unapproved uses and other allegedly unlawful sales and marketing practices;

■

The U.S. federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, created new federal, civil and criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

■

The Physician Payments Sunshine Act, enacted as part of the ACA, among other things, imposes reporting requirements on manufacturers of FDA-approved drugs, devices, biologics and medical supplies covered by Medicare or Medicaid to report, on an annual basis, to HHS information related to payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists, chiropractors and, beginning in 2022 for payments and other transfers of value provided in the previous year, certain advanced non-physician health care practitioners), teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members;

■

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their respective implementing regulations impose specified requirements relating to the privacy, security and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA’s privacy and security standards directly applicable to “business associates,” defined as independent contractors or agents of covered entities, which include certain healthcare providers, health plans, and healthcare clearinghouses, that create, receive, maintain or transmit protected health information in connection with providing a service for or on behalf of a covered entity. HITECH also increased the civil and criminal penalties that may be imposed against covered entities, business associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA and seek attorney’s fees and costs associated with pursuing federal civil actions; and

■

Analogous state laws and regulations, such as state anti-kickback and false claims laws which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; state laws which require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to

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(1)	Member of the audit committee

(2)	Member of the compensation committee

(3)	Member of the nominating and corporate governance committee

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■	our Class I director will be Dr. Kayyem;

■	our Class II directors will be Mr. Forsyth and Ms. Manhard; and

■	our Class III directors will be Mr. Lappe and Dr. Eckelman.

■	selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

■	ensuring the independence of the independent registered public accounting firm;

■	discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

■	establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

■	considering the effectiveness of our internal controls and internal audit function;

■	reviewing material related-party transactions or those that require disclosure; and

■	approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

■	reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

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■	reviewing and recommending to our board of directors the compensation of our directors;

■	reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;

■	administering our stock and equity incentive plans;

■	reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and

■	reviewing all overall compensation policies and practices.

■	identifying and recommending candidates for membership on our board of directors;

■	recommending directors to serve on board committees;

■	reviewing and recommending our corporate governance guidelines and policies;

■	evaluating, and overseeing the process of evaluating, the performance of our board of directors and individual directors; and

■	assisting our board of directors on corporate governance matters.

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(1)	The amounts represent a bonus based upon the achievement of company objectives related to the progress of our therapeutic candidates for the year ended December 31, 2019, which we expect to be paid upon completion of our initial public offering.

(2)

The amounts represent matching contributions to the 401(k) Plan made in the amount of $14,000 for each named executive officer. The formula for determining the matching contributions is the same for named executive officers as it is for all salaried employees (and are subject to the same statutory maximum). The amounts reported in this column for Mr. Lappe and Dr. Eckelman also reflect discretionary, one-time cash payments for reimbursement of personal tax obligations created by the Merger (as defined in the section titled “Merger and Financings—Merger”).

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(1)	This stock option grant was made pursuant to our 2017 Plan (defined below) with the following vesting schedule: 25% of the shares vested on the first anniversary of the vesting commencement date, or November 26, 2019, and 1/48th of the shares vest monthly thereafter. Additionally, in

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(1)

Ms. Fischbein is a former member of our board of directors serving from April 2018 until December 2019. As of Ms. Fischbein’s resignation date, 8,125 shares subject to her option were vested and exercisable. Under our 2017 Plan, vested options must be exercised within three months of the option holder’s cessation of services. Upon Ms. Fischbein’s resignation from the board of directors, we modified the expiration date of Ms. Fischbein’s options to December 27, 2024. The amounts set forth in the table above reflect the incremental change in fair value resulting from the extension of the option term.

(1)	25% of the shares vested on the first anniversary of the vesting commencement date, or November 26, 2019, and 1/48th of the shares vest monthly thereafter.

(2)

Ms. Li is a former member of our board of directors serving from May 2018 until June 2020. As of December 31, 2019, Ms. Li’s option was subject to the following vesting schedule: 25% of the shares vested on the first anniversary of the vesting commencement date, or November 26, 2019, and 1/48th of the shares vest monthly thereafter. Upon Ms. Li’s cessation of services in June 2020, 18,750 of the shares subject to the option were forfeited, which forfeiture is not reflected in the share totals reflected above.

(3)

Ms. Fischbein is a former member of our board of directors serving from April 2018 until December 2019. As of December 31, 2019, 8,125 of the shares subject to the option were vested and exercisable, and the 21,875 unvested shares subject to the option were forfeited upon Ms. Fischbein’s cessation of service as a director. Under our 2017 Plan, vested options must be exercised within three months of the option holder’s cessation of services. Upon Ms. Fischbein’s resignation from the board of directors, we modified the expiration date of Ms. Fischbein’s options to December 27, 2024.

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■	4% of the number of shares of our common stock outstanding as of such date; and

■	an amount determined by our board of directors or compensation committee.

■	which employees, directors and consultants shall be granted awards;

■	the number of shares of our common stock subject to options and other awards;

■	the exercise price of each option, which generally shall not be less than fair market value on the date of grant;

■	the termination or cancellation provisions applicable to options;

■	the terms and conditions of other awards, including conditions for repurchase, termination or cancellation, issue price and repurchase price; and

■	all other terms and conditions upon which each award may be granted in accordance with our plan.

■	provide that outstanding options will be assumed or substituted for options of the successor corporation or the consideration payable with respect to our outstanding shares of common stock in connection with the transaction;

■	provide that the outstanding options must be exercised within a certain number of days, either to the extent the options are then exercisable, or at our board of directors’ discretion, any such options being made partially or fully exercisable and that such options will be terminated if not exercised;

■

terminate outstanding options in exchange for a cash payment of an amount equal to the difference between (a) the consideration payable upon consummation of the corporate transaction to a holder of the number of shares into which such option would have been exercisable to the extent then exercisable, or in our board of directors’ discretion, any such options being made partially or fully exercisable, and (b) the aggregate exercise price of those options;

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■	provide that outstanding stock grants will be substituted for shares of the successor corporation or consideration payable with respect to our outstanding stock in connection with the corporate transaction; and

■

terminate outstanding stock grants in exchange for payment of an amount equal to the consideration payable upon consummation of the corporate transaction to a holder of the same number of shares comprising the stock grant, to the extent the stock grant is no longer subject to any forfeiture or repurchase rights, or at our board of directors’ discretion, all forfeiture and repurchase rights being waived upon the corporation transaction.

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(1)

Includes (i) 2,363,860 shares of common stock issued to Efficacy Capital, LLC, which were subsequently transferred to the Lappe Family Trust, (ii) 3,007,617 shares of common stock issued to Mr. Lappe, which were subsequently transferred to the Lappe Family Trust and (iii) 103,358 shares of common stock issued to the Mark Paul Lappe Roth IRA. Mr. Lappe is our Chief Executive Officer and a member of our board of directors. Mr. Lappe is the general partner of Efficacy Capital, LLC, a trustee the Lappe Family Trust and the beneficiary of the Mark Paul Lappe Roth IRA.

(2)	Includes 5,903,103 shares of common stock issued to The Jon F. Kayyem and Paige Gates-Kayyem Family Trust. Dr. Kayyem is a member of our board of directors and a trustee of The Jon F. Kayyem and Paige Gates-Kayyem Family Trust.

(3)	Includes 4,779,969 shares of common stock issued to Dr. Eckelman, which were subsequently transferred to the Eckelman Living Trust dated February 5, 2014. Dr. Eckelman is our Chief Scientific Officer, a member of our board of directors and a trustee of the Eckelman Living Trust dated February 5, 2014.

(4)	Includes 896,626 shares of common stock issued to Douglas G. Forsyth and Rosanna Forsyth as Co-Trustees of the Forsyth Family Trust Dated July 20, 2001. Mr. Forsyth is a member of our board of directors and a co-trustee of the Forsyth Family Trust Dated July 20, 2001.

(5)	Dr. Wagner is our Chief Medical Officer.

(6)	Dr. Deveraux is a holder of more than 5% of our capital stock.

(7)	Ms. Li, a partner of LAV Biosciences Fund IV, L.P., or LAV Fund IV, which wholly owns LAV SL, served as a member of our board of directors from May 2018 to June 2020. LAV SL is a holder of more than 5% of our capital stock.

(8)	Reflects the number of shares issued at the time of the Merger. Please see the section titled “Equity Financing Following the Merger—Mezzanine Financing” below for more information relating to the additional shares issued to each of LAV SL and the entities affiliated with RA Capital in September 2018 in connection with the Series Mezzanine 2 Preferred Stock price reduction.

(9)

Includes (i) 1,811,111 shares of Series Mezzanine 2 Preferred Stock issued to RA Capital Fund, and (ii) 411,111 shares of Series Mezzanine 2 Preferred Stock issued to the Account. RA Capital Management, L.P., or RA Capital Management, is the investment manager for the RA Capital Fund and a separately managed account, or the Account. The general partner of RA Capital Fund is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are managing members. RA Capital Management, RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah may be deemed to have voting and investment power over the shares held by RA Capital Fund and the Account. RA Capital Fund is a beneficial holder of more than 5% of our capital stock.

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(1)	Aggregate share amounts reflect the shares the Prior Investors would have received had they purchased the Series Mezzanine 2 Preferred Stock at the reduced price per share of $6.98.

(2)	Includes 143,266 shares of Series Mezzanine 2 Preferred Stock issued to the Doug G. Forsyth and Rosanna Forsyth as Co-Trustees of the Forsyth Family Trust Dated July 20, 2001. Mr. Forsyth is a member of our board of directors and a co-trustee of the Doug G. Forsyth and Rosanna Forsyth as Co-Trustees of the Forsyth Family Trust Dated July 20, 2001.

(3)

Includes (i) 98,019 shares of Series Mezzanine 2 Preferred Stock issued to RA Capital Fund and (ii) 19,849 shares of Series Mezzanine 2 Preferred Stock issued to the Account. RA Capital Management is the investment manager for the RA Capital Fund and the Account. The general partner of the RA Capital Fund is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are managing members. RA Capital Management, RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah may be deemed to have voting and investment power over the shares held by RA Capital Fund and the Account. RA Capital Fund is a beneficial holder of more than 5% of our capital stock.

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(1)	Ms. Judith Li, a partner of LAV Fund IV which wholly owns LAV SL, served as a member of our board of directors from May 2018 to June 2020. LAV SL is a holder of more than 5% of our capital stock.

(2)

Includes an aggregate of (i) 1,108,843 shares of Series Mezzanine 2 Preferred Stock issued to RA Capital Fund and (ii) 251,701 shares of Series Mezzanine 2 Preferred Stock issued to the Account. RA Capital Management is the investment manager for the RA Capital Fund and the Account. The general partner of the RA Capital Fund is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are managing members. RA Capital Management, RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah may be deemed to have voting and investment power over the shares held by RA Capital Fund and the Account. RA Capital Fund is a beneficial holder of more than 5% of our capital stock.

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(1)	Each of the Lappe Family Trust and the Mark Paul Lappe Roth IRA are parties to the Investors’ Rights Agreement. Mr. Lappe is our Chief Executive Officer, a member of our board of directors, a trustee of the Lappe Family Trust and the beneficiary of the Mark Paul Lappe Roth IRA.

(2)	Dr. Kayyem is a member of our board of directors and a trustee of The Jon F. Kayyem and Paige Gates-Kayyem Family Trust.

(3)	The Eckelman Living Trust dated February 5, 2014 is a party to the Investors’ Rights Agreement. Dr. Eckelman is our Chief Scientific Officer, a member of our board of directors and a trustee of the Eckelman Living Trust dated February 5, 2014.

(4)	Mr. Forsyth is a member of our board of directors and a co-trustee of the Doug G. Forsyth and Rosanna Forsyth as Co-Trustees of the Forsyth Family Trust Dated July 20, 2001.

(5)	Dr. Wagner is our Chief Medical Officer.

(6)	Dr. Deveraux is a holder of more than 5% of our capital stock.

(7)	Ms. Li, a partner of LAV Biosciences Fund IV, L.P. which wholly owns LAV SL, served as a member of our board of directors from May 2018 to June 2020. LAV SL is a holder of more than 5% of our capital stock.

(8)

Each of RA Capital Fund and the Account are parties to the Investors’ Rights Agreement. RA Capital Management is the investment manager for the RA Capital Fund and the Account. The general partner of the RA Capital Fund is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are managing members. RA Capital Management, RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah may be deemed to have voting and investment power over the shares held by RA Capital Fund and the Account. RA Capital Fund is a beneficial holder of more than 5% of our capital stock.

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(1)	Each of the Lappe Family Trust and the Mark Paul Lappe Roth IRA are parties to the Co-Sale Agreement. Mr. Lappe is our Chief Executive Officer, a member of our board of directors, a trustee of the Lappe Family Trust and the beneficiary of the Mark Paul Lappe Roth IRA.

(2)	Dr. Kayyem is a member of our board of directors and a trustee of The Jon F. Kayyem and Paige Gates-Kayyem Family Trust.

(3)	The Eckelman Living Trust dated February 5, 2014 is a party to the Investors’ Rights Agreement. Dr. Eckelman is our Chief Scientific Officer, a member of our board of directors and a trustee of the Eckelman Living Trust dated February 5, 2014.

(4)	Mr. Forsyth is a member of our board of directors and a co-trustee of the Doug G. Forsyth and Rosanna Forsyth as Co-Trustees of the Forsyth Family Trust Dated July 20, 2001.

(5)	Dr. Wagner is our Chief Medical Officer

(6)	Dr. Deveraux is a holder of more than 5% of our capital stock.

(7)	Ms. Li, a partner of LAV Biosciences Fund IV, L.P. which wholly owns LAV SL, served as a member of our board of directors from May 2018 to June 2020. LAV SL is a holder of more than 5% of our capital stock.

(8)

Each of RA Capital Fund and the Account are parties to the Co-Sale Agreement. RA Capital Management is the investment manager for the RA Capital Fund and the Account. The general partner of the RA Capital Fund is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are managing members. RA Capital Management, RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah may be deemed to have voting and investment power over the shares held by RA Capital Fund and the Account. RA Capital Fund is a beneficial holder of more than 5% of our capital stock.

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■	each of our directors;

■	each of our named executive officers;

■	all of our current directors and executive officers as a group; and

■	each person, or group of affiliated persons, who beneficially own more than 5% of our common stock.

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*	Indicates beneficial ownership of less than 1%.

(1)	Unless otherwise indicated, the address for each beneficial owner listed is c/o Inhibrx, Inc., 11025 N. Torrey Pines Road, Suite 200, La Jolla, California 92037.

(2)

Consists of 4,299,319 shares of common stock issuable upon the conversion of 4,299,319 shares of Series Mezzanine 1 Preferred Stock held by LAV Summit Limited, or LAV SL, which is wholly owned by LAV Biosciences Fund IV, L.P., or LAV Fund IV. LAV GP IV, L.P., or LAV GP IV, is the General Partner of LAV Fund IV. The Managing Partner of LAV GP IV is Dr. Yi Shi. Dr. Shi disclaims beneficial ownership of the shares held by LAV SL, except to the extent of his pecuniary interest therein. Ms. Li, a former member of our board of directors serving from May 2018 until June 2020, is a partner of LAV Biosciences Fund IV, L.P., which wholly owns LAV SL. LAV SL is a holder of more than 5% of our capital stock. Ms. Li disclaims beneficial ownership of the shares held by LAV SL, except to the extent of her pecuniary interest therein. Dr. Shi may be deemed to have voting and investment power with respect to the securities held by LAV. The address for LAV SL is Unit 1109-10, Two Chinachem Central, 26 Des Voeux Road Central, Hong Kong. Also includes 11,250 vested options to purchase shares of common stock pursuant to the terms of the 2017 Plan granted to Ms. Li in her prior capacity as a board member.

(3)

Consists of (i) 3,017,973 shares of common stock issuable upon the conversion of 3,017,973 shares of Series Mezzanine 2 Preferred Stock held by RA Capital Fund and (ii) 682,661 shares of common stock issuable upon the conversion of 682,661 shares of Series Mezzanine 2 Preferred Stock held by the Account. RA Capital Management is the investment manager for the RA Capital Fund and the Account. The general partner of the RA Capital Fund is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are managing Members. RA Capital Management, RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah may be deemed to have voting and investment power over the shares held by RA Capital Fund and the Account. RA Capital Management, RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah

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(4)	Consists of 4,779,969 shares of common stock.

(5)	Consists of (i)              shares of common stock issuable upon the conversion and settlement of the 2019 Note and the 2020 Notes held by DRAGSA 50, LLC, an entity affiliated with Viking Global Investors, LP., in connection with this offering. The address for the entities listed above is 55 Railroad Ave # 300, Greenwich, CT 06830.

(6)	Consists of (i) 5,371,477 shares of common stock held by The Lappe Family Trust and (ii) 103,358 shares of common stock held by The Mark Paul Lappe Roth IRA.

(7)	Consists of 4,779,969 shares of common stock held by the Eckelman Living Trust dated February 5, 2014. Dr. Eckelman is a trustee of the Eckelman Living Trust dated February 5, 2014.

(8)	Consists of 5,903,103 shares of common stock held by The Jon F. Kayyem and Paige Gates-Kayyem Family Trust. Includes 13,125 vested options with 16,875 remaining unvested options to purchase shares of common stock subject to future vesting pursuant to the terms of the 2017 Plan.

(9)

Consists of (i) 896,626 shares of common stock held by the Douglas G. Forsyth and Rosanna Forsyth as Co-Trustees of the Forsyth Family Trust, Dated July 20, 2001, and (ii) 143,266 shares of common stock issuable upon the conversion of 143,266 shares of Series Mezzanine 2 Preferred Stock held by the Douglas G. Forsyth and Rosanna Forsyth as Co-Trustees of the Forsyth Family Trust, Dated July 20, 2001. Includes 13,125 vested options with 16,875 remaining unvested options to purchase shares of common stock subject to future vesting pursuant to the terms of the 2017 Plan.

(10)	Consists of 679,956 shares of common stock. Includes 52,500 vested options with 142,500 remaining unvested options to purchase shares of common stock subject to future vesting pursuant to the terms of the 2017 Plan.

(11)	See footnote 2 and footnotes 6 through 10. Also includes 61,250 vested options held by Kelly D. Deck, our Chief Financial Officer, with 138,750 remaining unvested options to purchase shares of common stock subject to future vesting pursuant to the terms of the 2017 Plan.

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■	before the stockholder became interested, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or

■	at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

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1% of the number of shares of common stock then outstanding, which will equal approximately              shares of common stock immediately after this offering (calculated on the basis of the number of shares of our common stock outstanding as of June 30, 2020, the assumptions described above and assuming no exercise of the underwriters’ option to purchase additional shares and no exercise of outstanding options); or

■	the average weekly trading volume of our common stock on the Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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■	banks, insurance companies or other financial institutions;

■	tax-exempt or government organizations;

■	brokers of or dealers in securities or currencies;

■	traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

■	persons that own, or are deemed to own, more than five percent of our capital stock;

■	certain U.S. expatriates, citizens or former long-term residents of the United States;

■	persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction,” synthetic security, other integrated investment, or other risk reduction transaction;

■	persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes);

■	persons deemed to sell our common stock under the constructive sale provisions of the Code;

■	real estate investment trusts or regulated investment companies;

■	pension plans;

■	partnerships, or other entities or arrangements treated as partnerships for U.S. federal income tax purposes, or investors in any such entities);

■	persons for whom our stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code;

■	integral parts or controlled entities of foreign sovereigns;

■	tax-qualified retirement plans;

■	controlled foreign corporations;

■	passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax; or

■	persons that acquire our common stock as compensation for services.

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■	an individual who is a citizen or resident of the United States;

■	a corporation (or other entity classified for U.S. federal income tax purposes as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

■	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

■	a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

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the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), in which case the Non-U.S. Holder will be required to pay tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates, and for a Non-U.S. Holder that is a corporation, such Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items;

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the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met, in which case the Non-U.S. Holder will be required to pay a flat 30% tax on the gain derived from the sale, which tax may be offset by U.S. source capital losses (even though the Non-U.S. Holder is not considered a resident of the United States) (subject to applicable income tax or other treaties); or

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our common stock constitutes a U.S. real property interest by reason of our status as a “U.S. real property holding corporation” for U.S. federal income tax purposes, or a USRPHC, at any time within the shorter of the five-year period preceding the disposition or the Non-U.S. Holder’s holding period for our common stock. We believe we are not currently and do not anticipate becoming a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our common stock will not be subject to U.S. federal income tax as long as our common stock is regularly traded on an established securities market and such Non-U.S. Holder does not, actually or constructively, hold more than five percent of our common stock at any time during the applicable period that is specified in the Code. If the foregoing exception does not apply, then if we are or were to become a USRPHC a purchaser may be required to withhold 15% of the proceeds payable to a Non-U.S. Holder from a sale of our common stock and such Non-U.S. Holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal income tax rates applicable to United States persons (as defined in the Code).

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■	sell, offer to sell or contract to sell any of our securities,

■	effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any of our securities,

■	pledge, hypothecate or grant any security interest in any of our securities,

■	in any other way transfer or dispose of our securities,

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■	enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any of our securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise,

■	announce the offering of any of our securities,

■	submit or file, or make any demand for or exercise any right with respect to, any registration statement under the Securities Act in respect of any of our securities,

■	effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting our outstanding common stock, or

■	publicly announce an intention to do any of the foregoing for a period of 180 days after the date of this prospectus without the prior written consent of Jefferies LLC, Evercore Group L.L.C. and Credit Suisse Securities (USA) LLC.

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■	to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

■	to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

■	in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

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■	the purchaser is entitled under applicable provincial securities laws to purchase the shares of our common stock without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106 - Prospectus Exemptions;

■	the purchaser is a “permitted client” as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations;

■	where required by law, the purchaser is purchasing as principal and not as agent; and

■	the purchaser has reviewed the text above under Resale Restrictions.

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■	a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;

■	a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to the Company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;

■	a person associated with the Company under Section 708(12) of the Corporations Act; or

■	a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act.

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■	a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

■	a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

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■	to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

■	where no consideration is or will be given for the transfer;

■	where the transfer is by operation of law;

■	as specified in Section 276(7) of the SFA; or

■	as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

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■	its ability to raise additional funds, either through this offering or through other means;

■	the outcome, costs and timing of preclinical studies and clinical trials for its current or future therapeutic candidates;

■	whether and when it is able to obtain regulatory approval to market any of its therapeutic candidates;

■	its ability to successfully commercialize any therapeutic candidates that receive regulatory approval;

■	the emergence and effect of competing or complementary therapeutics or therapeutic candidates;

■	its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;

■	its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel;

■	the terms and timing of any strategic licensing, collaboration or other similar agreement that the Company has or may establish;

■	its ability to remain a going concern in light of its history of recurring losses and anticipated expenditures for clinical development needed to obtain regulatory approval and commercialize its therapeutic candidates;

■	the valuation of its capital stock; and

■	the continuing or future effects of the COVID-19 pandemic and related uncertainties on capital and financial markets.

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■	machinery and equipment: three to five years;

■	furniture and fixtures: three to five years; and

■	and computer software: four to five years.

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■	Level 1 - Quoted prices in active markets for identical assets or liabilities.

■	Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

■	Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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(1)	Weighted-average shares of common stock outstanding assumes the Merger occurred on the earliest period presented, or January 1, 2018.

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(2)

The conversion of the convertible note into common stock is dependent on the price in a qualified IPO, other equity offering, or other conversion (see Note 5) and the completion date of such offerings. As of June 30, 2020, the 2019 Note and the 2020 Notes are expected to convert via a fixed conversion feature. As the completion date of the offering is not estimable, the number of shares of stock is not determinable outside of the context of a proposed transaction.

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Conversion upon a qualified IPO: In a conversion upon an IPO with a Company valuation above $400.0 million (“Qualified IPO”), the aggregate outstanding principal amount plus accrued interest to date under the 2019 Note and the 2020 Notes will automatically convert and settle into shares of the Company’s common stock at the lesser of (i) a conversion price equal to 90% of the IPO price per share and (ii) a fixed price based on a specified valuation.

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Mandatory financing: In a mandatory financing, which includes equity financings with gross proceeds of at least $50.0 million, with at least 50% of funds received from new investors, and the equity securities issued in such financing rank senior to all other equity securities of the Company then outstanding with respect to rights upon liquidation, winding up or dissolution of the Company and other economic rights, the aggregate outstanding principal amount plus accrued interest to date of the 2019 Note and the 2020 Notes will convert and settle into shares of the Company’s stock that is sold in such Mandatory Financing at the lesser of (i) a conversion price equal to 85% of the equity securities issued in the financing transaction and (ii) a fixed price based on a specified valuation.

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Optional financing conversion: In an optional financing conversion, which includes any financing transaction that is neither a Mandatory Financing nor a Qualified IPO the aggregate outstanding principal amount plus accrued interest to date of the 2019 Note and the 2020 Notes will, upon election of the holder, convert and settle into shares of the Company’s stock that is sold in such Optional Financing at the lesser of (i) a conversion price equal to 90% of the equity securities issued in the financing transaction and (ii) a fixed price based on a specified valuation.

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Maturity date conversion: If the 2019 Note and the 2020 Notes have not been converted prior to the Maturity Date (other than maturity in connection with a Deemed Liquidation Event), upon the election of the holder, the note will convert and settle into shares of the Company’s then-most senior equity securities at the time of such Maturity Date conversion at the lesser of (i) a conversion price equal to 90% of the price per share to be received by the then-most senior equity securities and (ii) a fixed price based on a specified valuation.

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Extraordinary event conversion: Upon any Extraordinary Event, which includes a Deemed Liquidation Event or a Reverse Merger, upon election of the holder, the aggregate outstanding principal amount plus accrued interest to date of the 2019 Note and the 2020 Notes will convert and settle into shares of the Company’s then-most senior equity securities at the time of such Extraordinary Event conversion at the lesser of (i) a conversion price equal to 90% of the price per share to be received by the then-most senior equity securities and (ii) a fixed price based on a specified valuation.

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(1)	NIH award dated February 8, 2017 in the amount of approximately $0.2 million for the development of multi-specific antibodies for the treatment of Pseudomonas aeruginosa infection, a project that was completed between February 2017 and July 2017, all of which has been received and recognized as revenue as of June 30, 2020.

(2)	NIH award dated August 16, 2017 in the amount of $1.0 million for the continued development of multi-specific antibodies for the treatment of Pseudomonas aeruginosa infection, all of which has been received and recognized as revenue as of June 30, 2020.

(3)	NIH award dated August 14, 2017 in the amount of approximately $0.2 million for the development of multi-specific antibodies for the treatment of Methicillin Resistant Staphylococcus aureus (“MRSA”) infection, all of which has been received and recognized as revenue as of June 30, 2020.

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(1)	Certain of the Company’s executive officers are also directors and have been included within “Employees” in the table above.

(2)	LAV SL is considered a principal shareholder owning more than 5% of the Company’s outstanding equity interest as of June 30, 2020.

(3)	Entities affiliated with RA Capital Fund are considered collectively as a principal shareholder owning more than 5% of the Company’s outstanding equity interest as of June 30, 2020.

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*	To be provided by amendment.

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(a)	Exhibits.

(a)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(b)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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*	To be filed by amendment.

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^	Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.

†	Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Δ	Management Compensation Plan or arrangement.

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