S-8 1 forms-8january2021.htm S-8 Document

As filed with the Securities and Exchange Commission on January 19, 2021
REGISTRATION NO. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Delaware82-4257312
(State or Other Jurisdiction(I.R.S. Employer
of Incorporation or Organization)Identification No.)
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(Address, Including Zip Code, of Principal Executive Offices)
Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan
(Full Title of the Plan)
Mark Lappe
Chief Executive Officer
Inhibrx, Inc.
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(858) 795-4220
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Jeremy Glaser
Melanie Ruthrauff Levy
Jenna Stewart
Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, P.C.
3580 Carmel Mountain Road, Suite 300
San Diego, CA 92130
(858) 314-1500


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering PriceAmount of Registration Fee
Common Stock, $0.0001 par value
 299,627 shares(2)
$34.96 (3)
$10,474,960$1,142.82
Common Stock, $0.0001 par value
1,208,869 shares (4)
$34.96 (5)
$42,262,060$4,610.79
Total Registration Fee$5,753.61
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
(2)Represents additional shares of Registrant’s Common Stock reserved for issuance under the Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan as of the date of this Registration Statement by operation of the plan’s “evergreen” provision.
(3)
Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Capital Market on January 15, 2021.
(4)Represents shares issuable upon the exercise of outstanding options issued as of the date of this Registration Statement pursuant to the Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan (as increased by operation of the plan’s “evergreen” provision).
(5)Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average weighted-exercise price of such options.



REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement registers an aggregate of 1,508,496 additional shares of common stock, par value $0.0001 per share (“Common Stock”) reserved for issuance under the Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan (the “Plan”) by operation of the Plan’s “evergreen” provision. This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement was filed on Form S-8 with the Securities and Exchange Commission on August 19, 2020 (Registration No. 333-248138) and this Registration Statement hereby incorporates by reference the contents of such prior registration statement.




PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as a part of or incorporated by reference into this Registration Statement:
Exhibit NumberExhibit DescriptionFiled HerewithFormIncorporated By Reference File No.Date Filed
3.18-K001-394528/21/2020
3.28-K001-394528/21/2020
4.1S-1333-2319076/3/2019
5.1X
23.1X
23.2X
24.1X
99.1ΔS-1/A333-2401358/12/2020
99.2ΔS-1333-2319076/3/2019
99.3ΔS-1333-2319076/3/2019
Δ
Management Compensation Plan or arrangement.



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in La Jolla, California on January 19, 2021.
INHIBRX, INC.
/s/ Mark P. Lappe
Name:  Mark P. Lappe
Title:  Chief Executive Officer and Chairman
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Mark P. Lappe as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Inhibrx, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent or any substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURETITLEDATE
/s/ Mark P. Lappe
Chief Executive Officer and Chairman
(principal executive officer)
January 19, 2021
Mark P. Lappe
/s/ Kelly D. Deck, C.P.A.
Chief Financial Officer
(principal financial officer and
principal accounting officer)
January 19, 2021
Kelly D. Deck, C.P.A.
/s/ Brendan P. Eckelman, Ph.D.DirectorJanuary 19, 2021
Brendan P. Eckelman, Ph.D.
/s/ Jon Faiz Kayyem, Ph.D.DirectorJanuary 19, 2021
Jon Faiz Kayyem, Ph.D.
/s/ Douglas G. ForsythDirectorJanuary 19, 2021
Douglas G. Forsyth
/s/ Kimberly ManhardDirectorJanuary 19, 2021
Kimberly Manhard