SAN
DIEGO, May 24, 2024 /PRNewswire/
-- Inhibrx, Inc. (Nasdaq: INBX) ("Inhibrx," or the
"Company") announced that, at a special meeting (the "Special
Meeting"), the Company's stockholders approved the sale to Sanofi
of all the assets and liabilities primarily related to INBRX-101,
an optimized, recombinant alpha-1 antitrypsin ("AAT") augmentation
therapy currently in a registrational trial for the treatment of
patients with alpha-1 antitrypsin deficiency ("AATD"). Immediately
prior to the closing of the merger, all non-101 assets and
liabilities, including INBRX-105, INBRX-106, INBRX-109, Inhibrx's
non-101 discovery pipeline and its corporate infrastructure, will
be spun out from the Company into a new publicly traded company,
Inhibrx Biosciences, Inc. ("New Inhibrx").
The final voting results will be filed in a Current Report on
Form 8-K with the U.S. Securities and Exchange Commission
("SEC").
Subject to the terms of the definitive agreements announced on
January 23, 2024, Sanofi will acquire
all outstanding shares of Inhibrx through a merger with an indirect
wholly owned subsidiary of Sanofi (the "Merger"), and in turn, each
Inhibrx stockholder (a) as of the date of the closing of the Merger
will receive: (i) $30.00 per share in
cash and (ii) one contingent value right per share, representing
the right to receive a contingent payment of $5.00 in cash upon the achievement of a
regulatory milestone and (b) as of May 17,
2024, will rill receive one SEC-registered, publicly listed,
share of New Inhibrx per every four shares of Inhibrx common stock
held. In addition, in connection with the transactions, Sanofi will
assume and retire Inhibrx's outstanding third party debt, and New
Inhibrx will be funded with at least $200
million in cash, with Sanofi retaining an equity interest in
New Inhibrx of 8% of outstanding shares of New Inhibrx common stock
as of the date of the distribution of New Inhibrx shares.
The Company expects to announce consummation of the transactions
within the coming days, subject to the satisfaction or waiver of
certain customary closing conditions. Upon closing of the
transactions, Inhibrx's common stock will be delisted from The
Nasdaq Global Market and deregistered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Inhibrx will no
longer file periodic reports with the SEC on account of the
Company's common stock.
About Inhibrx, Inc.
Inhibrx is a clinical-stage biopharmaceutical company focused on
developing a broad pipeline of novel biologic therapeutic
candidates in oncology and orphan diseases. Inhibrx utilizes
diverse methods of protein engineering to address the specific
requirements of complex target and disease biology, including its
proprietary protein engineering platforms. For more information,
please visit www.inhibrx.com.
About Sanofi
Sanofi is an innovative global healthcare company, driven by one
purpose: chase the miracles of science to improve people's lives.
Sanofi's team, across some 100 countries, is dedicated to
transforming the practice of medicine by working to turn the
impossible into the possible. Sanofi provides potentially
life-changing treatment options and life-saving vaccine protection
to millions of people globally, while putting sustainability and
social responsibility at the center of its ambitions.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements about
Sanofi's proposed acquisition of the Company and INBRX-101, and the
Company's related spin-off of the assets and liabilities associated
with INBRX-105, INBRX-106 and INBRX-109, its existing pipeline
and corporate infrastructure, which involve substantial risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements. Such risks and
uncertainties include, among other things, risks related to the
satisfaction or waiver of the conditions to closing the proposed
acquisition (including the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all, including the
possibility that the proposed acquisition does not close; the
possibility that competing offers may be made; risks related to the
ability to realize the anticipated benefits of the proposed
acquisition, including the possibility that the expected benefits
from the acquisition will not be realized or will not be realized
within the expected time period; the risk that the integration of
the Company and Sanofi will be more difficult, time consuming or
costly than expected; risks and costs relating to the separation of
the assets and liabilities associated with INBRX-105, INBRX-106 and
INBRX-109 and the consummation of the spin-off in the anticipated
timeframe or at all; changes to the configuration of the INBRX-105,
INBRX-106 and INBRX-109 businesses included in the separation if
implemented; disruption from the transaction making it more
difficult to maintain business and operational relationships; risks
related to diverting management's attention from the Company's
ongoing business operation; negative effects of this announcement
or the consummation of the proposed transaction on the market price
of the Company's shares of common stock and/or operating results;
significant transaction costs; risks associated with the discovery
of unknown liabilities prior to or after the closing of the
proposed transactions; the risk of litigation and/or regulatory
actions related to the proposed transactions or the Company's
business; other business effects and uncertainties, including the
effects of industry, market, business, economic, political or
regulatory conditions; the conflicts in the Ukraine and the Middle East; future exchange and interest
rates; changes in tax and other laws, regulations, rates and
policies; and future business combinations or disposals. Important
factors, risks and uncertainties that could cause actual results to
differ materially from such forward looking statements also include
but are not limited to the initiation, timing, progress and results
of the Company's research and development programs as well as the
Company's preclinical studies and clinical trials; the Company's
ability to advance therapeutic candidates into, and successfully
complete, clinical trials; the Company's interpretation of initial,
interim or preliminary data from the Company's clinical trials,
including interpretations regarding disease control and disease
response; the timing or likelihood of regulatory filings and
approvals, including whether any product candidate, receives
approval from the FDA, or similar regulatory authority, for an
accelerated approval process; the commercialization of the
Company's therapeutic candidates, if approved; the pricing,
coverage and reimbursement of the Company's therapeutic candidates,
if approved; the Company's ability to utilize the Company's
technology platform to generate and advance additional therapeutic
candidates; the implementation of the Company's business model and
strategic plans for the Company's business and therapeutic
candidates; the Company's ability to successfully manufacture the
Company's therapeutic candidates for clinical trials and commercial
use, if approved; the Company's ability to contract with
third-party suppliers and manufacturers and their ability to
perform adequately; the scope of protection the Company is able to
establish and maintain for intellectual property rights covering
the Company's therapeutic candidates; the Company's ability to
enter into strategic partnerships and the potential benefits of
such partnerships; the Company's estimates regarding expenses,
capital requirements and needs for additional financing; the
ability to raise funds needed to satisfy the Company's capital
requirements, which may depend on financial, economic and market
conditions and other factors, over which the Company may have no or
limited control; the Company's financial performance; the Company's
and the Company's third party partners' and service providers'
ability to continue operations and advance the Company's
therapeutic candidates through clinical trials and the ability of
the Company's third party manufacturers to provide the required raw
materials, antibodies and other biologics for the Company's
preclinical research and clinical trials in light of current market
conditions or any pandemics, regional conflicts, sanctions, labor
conditions, geopolitical events, natural disasters or extreme
weather events; the ability to retain the continued service of the
Company's key professionals and to identify, hire and retain
additional qualified professionals; and developments relating to
the Company's competitors and the Company's industry; and other
risks described from time to time in the "Risk Factors" section of
its filings with the SEC, including those described in its Annual
Report on Form 10-K, as well as its Quarterly Reports on Form 10-Q,
and supplemented from time to time by its Current Reports on Form
8-K. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof,
and the Company undertakes no obligation to update these statements
to reflect events that occur or circumstances that exist after the
date hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement, which is made under the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995.
Additional Information and Where to Find It
In connection with the proposed acquisition, the Company has
filed documents with the SEC relating to the proposed acquisition.
The definitive proxy statement was filed with the SEC on
April 26, 2024 and has been mailed to
the Company's stockholders in connection with the proposed
acquisition. This communication is not a substitute for the proxy
statement or any other document that may be filed by the Company
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS THAT HAVE BEEN
OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
ACQUISITION AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.
Investors and security holders may obtain free copies of these
documents and other related documents filed with the SEC at the
SEC's website at www.sec.gov or on the Company's website at
https://www.inhibrx.com.
Investor and Media Contact:
Kelly Deck, CFO
ir@inhibrx.com
858-795-4260
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SOURCE Inhibrx, Inc.