8-K: Inhibrx Biosciences Spin-Off from Inhibrx, Inc. Set for May 29th, Merger with Sanofi to Follow

Inhibrx Biosciences, Inc. is set to become an independent public company on May 29th, following a spin-off from Inhibrx, Inc., with a merger of Inhibrx, Inc. with Sanofi expected the following day.

Summary

• Inhibrx Biosciences, Inc. will be spun off from Inhibrx, Inc. on May 29, 2024, with Inhibrx, Inc. stockholders receiving one share of Inhibrx Biosciences for every four shares of Inhibrx, Inc. stock they own.
• The spin-off will be followed by the merger of Inhibrx, Inc. with a subsidiary of Sanofi on May 30, 2024.
• Inhibrx Biosciences will focus on developing therapeutic candidates INBRX-105, INBRX-106, and INBRX-109, while Inhibrx, Inc. will retain assets related to INBRX-101.
• Inhibrx Biosciences shares are expected to trade on a when-issued basis under the symbol INXBV starting May 28, 2024, and then under the symbol INXB on May 30, 2024, and finally under the symbol INBX on May 31, 2024.
• Inhibrx Biosciences will receive approximately $200 million in cash as part of the spin-off.
• Inhibrx, Inc. will retain 8% of the issued and outstanding shares of Inhibrx Biosciences as of the time of the Distribution.
• Holders of Inhibrx, Inc.'s 2023 warrants will receive warrants to purchase up to 991,849 shares of Inhibrx Biosciences common stock.

Sentiment

Score: 7

Explanation: The document is generally positive, outlining the details of a planned spin-off and merger. While it acknowledges risks, the overall tone is optimistic about the future of Inhibrx Biosciences as an independent company.

Positives

• Inhibrx Biosciences will become an independent public company with a focus on its pipeline of therapeutic candidates.
• The company will receive a significant cash infusion of approximately $200 million.
• The spin-off allows Inhibrx Biosciences to focus on its specific pipeline and strategic goals.
• The company will have its shares listed on the Nasdaq Global Market.

Negatives

• The spin-off is subject to certain conditions, including the effectiveness of the registration statement and the acceptance of shares for listing on a national securities exchange.
• The company will incur costs associated with being a public company.
• The company will no longer have access to the assets and liabilities associated with INBRX-101.
• The company will bear incremental costs associated with the spin-off.

Risks

• The company has a limited operating history and has incurred significant losses since its inception.
• The company will need to raise substantial additional funds to advance the development of its therapeutic candidates.
• The company's therapeutic candidates are in various stages of development and may fail or suffer delays.
• The company faces significant competition from other pharmaceutical and biotechnology companies.
• The company may be unable to obtain marketing approval for any product that it may develop.
• The company may not be able to establish or maintain an active, liquid and orderly trading market for its common stock.
• The company's stock price may fluctuate significantly.
• The company's executive officers, directors and holders of more than 5% of its capital stock will be able to exercise significant control over matters subject to stockholder approval.
• The company may be adversely affected by the effects of inflation.

Future Outlook

The document contains forward-looking statements regarding the timing of the spin-off and merger, the trading of Inhibrx Biosciences shares, and the company's future development and commercialization plans. The company undertakes no obligation to update these statements.

Management Comments

• I am pleased to report that the previously announced spin-off by Inhibrx, Inc. of its subsidiary Inhibrx Biosciences, Inc. is expected to become effective at 11:59 p.m., New York City time, on May 29, 2024.
• The enclosed information statement describes the Distribution and contains important information about SpinCo. I suggest that you read it carefully.

Industry Context

This announcement reflects a trend in the pharmaceutical industry where companies are divesting assets to focus on core business areas and streamline operations. The spin-off allows Inhibrx Biosciences to operate independently and pursue its own strategic goals, while Inhibrx, Inc. will merge with Sanofi.

Comparison to Industry Standards

• The spin-off and merger are similar to other recent transactions in the pharmaceutical industry where companies are divesting assets to focus on core business areas.
• The cash infusion of $200 million is a significant amount for a spin-off company, which should provide Inhibrx Biosciences with a strong financial foundation.
• The trading of shares on a when-issued basis is a common practice for spin-off companies.
• The retention of 8% of the issued and outstanding shares of Inhibrx Biosciences by Inhibrx, Inc. is a common practice in spin-off transactions.

Stakeholder Impact

• Shareholders of Inhibrx, Inc. will receive shares of Inhibrx Biosciences, allowing them to participate in the potential upside of the new company.
• Employees of Inhibrx Biosciences will become part of an independent public company.
• Customers and partners of Inhibrx Biosciences will continue to work with the company under its new structure.

Next Steps

• The spin-off of Inhibrx Biosciences will be completed on May 29, 2024.
• The merger of Inhibrx, Inc. with a subsidiary of Sanofi will be completed on May 30, 2024.
• Inhibrx Biosciences will begin trading on the Nasdaq Global Market under the symbol INBX on May 31, 2024.

Key Dates

Keywords

Inhibrx Biosciences, Inhibrx, Inc., spin-off, merger, Sanofi, INBRX-105, INBRX-106, INBRX-109, biopharmaceutical, Nasdaq, therapeutic candidates, biologics